TIDMAGL
RNS Number : 3241S
Angle PLC
25 June 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE
SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ANGLE PLC IN
ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
25 June 2018
ANGLE plc
("ANGLE" or the "Company")
Proposed Placing of 23,970,000 New Ordinary Shares at 50 pence
per share
Proposed Subscription of 30,000 New Ordinary Shares at 50 pence
per share
ANGLE plc (AIM:AGL OTCQX:ANPCY), a world-leading liquid biopsy
company, today announces a conditional Placing and Subscription to
raise gross proceeds of GBP12.0 million at 50 pence (the "Issue
Price") per New Ordinary Share (the "Fundraising"), through finnCap
and WG Partners, acting as joint brokers to the Company.
ANGLE Founder and Chief Executive, Andrew Newland,
commented:
"The new funding will allow us to strengthen our leadership
position in the emerging multi-billion dollar liquid biopsy market.
The additional funding will strengthen the business in discussions
with corporate partners, extend the cash runway significantly past
the expected timescale for FDA clearance and will enable us to
prepare for revenue growth. We are grateful for the strong support
of our existing shareholders and welcome the investment of our new
investors."
Fundraising highlights:
-- Placing and subscription to raise GBP12.0 million (before
expenses) at a price of 50 pence per New Ordinary Share.
-- Placing of the New Ordinary Shares is to consist of a VCT and
EIS placing of 8,160,000 New Ordinary Shares ("EIS/VCT Placing
Shares") and a general placing of 15,810,000 New Ordinary Shares
("General Placing Shares").
-- The Placing is being conducted through an accelerated book
build process, which will open with immediate effect following this
Announcement.
-- A subscriber, a member of staff, also intends to subscribe
for 30,000 New Ordinary Shares ("Subscription Shares").
-- Proceeds of Fundraising together with existing cash balances
to be used to progress FDA studies, clearance and metastatic breast
cancer applications, progress work on the ovarian cancer pelvic
mass triage application, progress development of prostate cancer
applications, undertake certain incremental product development
improvements as well as covering ongoing operating expenses.
-- Issue Price represents a discount of approximately 8.76 per
cent to the closing mid-market price of an Ordinary Share of 54.8
pence on 22 June 2018.
-- Placing Shares and Subscription Shares will represent
approximately 17.01 per cent of the Company's Enlarged Issued Share
Capital.
-- The issue of both the Placing Shares and the Subscription
Shares are subject to the passing of the Resolutions at a General
Meeting. In addition, the issue of certain of the Placing Shares
(the "EIS/VCT Placing Shares") is conditional upon the Company
receiving advance assurance from HMRC that investment in the
Company will qualify for EIS and VCT tax reliefs (the "Advance
Assurance") and on EIS/VCT Admission. The issue of the General
Placing Shares is conditional upon General Admission and the
EIS/VCT Admission.
-- The General Meeting is expected to be held at 10.00 a.m. on
18 July 2018 at the offices of the Company at 10 Nugent Road, The
Surrey Research Park, Guildford, Surrey GU2 7AF.
-- Further details of the Placing are set out in the appendix to this Announcement.
For further information on ANGLE:
ANGLE plc +44 (0) 1483 343434
Andrew Newland, Chief Executive
Ian Griffiths, Finance Director
finnCap Ltd (NOMAD and Joint Broker)
Corporate Finance - Adrian Hargrave,
Simon Hicks,
Max Bullen-Smith
Corporate Broking - Alice Lane +44 (0) 20 7220 0500
WG Partners (Joint Broker)
Nigel Barnes, Nigel Birks, Andrew
Craig, Chris Lee +44 (0) 203 705 9330
FTI Consulting
Simon Conway, Mo Noonan, Stephanie
Cuthbert +44 (0) 203 727 1000
Evan Smith, Anne Troy (US) +1 212 850 5612
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR. In addition, market soundings (as defined in MAR)
were taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. Due to the publication of this Announcement,
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.
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA"). This Announcement has been issued by and
is the sole responsibility of the Company. The information in this
Announcement is subject to change.
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 U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States. This
Announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan, the Republic of
Ireland or any jurisdiction where to do so might constitute a
violation of local securities laws or regulations (a "Prohibited
Jurisdiction"). This Announcement and the information contained
herein are not for release, publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
finnCap is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. finnCap is acting solely as
nominated adviser, joint broker and joint bookrunner exclusively
for the Company and no one else in connection with the contents of
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on finnCap by FSMA or the
regulatory regime established thereunder, finnCap accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this Announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this Announcement, whether as to the past or the
future. finnCap accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
WG Partners is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. WG Partners is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this Announcement
and will not regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the contents of
this Announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WG Partners by FSMA or the regulatory
regime established thereunder, WG Partners accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this Announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this Announcement, whether as to the past or the
future. WG Partners accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
In connection with the Placing, finnCap, WG Partners and their
respective affiliates, acting as investors for their own accounts,
may subscribe for or purchase ordinary shares in the Company
("Ordinary Shares") and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by finnCap, WG Partners and any of their respective
affiliates acting as investors for their own accounts. In addition,
finnCap, WG Partners or their respective affiliates may enter into
financing arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. finnCap nor WG Partners have no intention to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "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 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 will operate in
the future. No undue reliance should be placed upon forward-looking
statements. 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 or
the AIM Rules for Companies.
1. Introduction
The Board announces today that it proposes to raise GBP12.0
million (before expenses) by way of a Placing and Subscription
through finnCap, nominated adviser and joint broker to the Placing
and Subscription, and WG Partners, joint broker to the Placing and
Subscription with new and existing investors. Following the passing
of the Resolutions, the Company proposes to (i) allot (conditional
on, inter alia, EIS/VCT Admission) 8,160,000 EIS/VCT Placing Shares
and (ii) allot (conditional on, inter alia, the EIS/VCT Placing
becoming unconditional in all respects and General Admission)
15,810,000 General Placing Shares and 30,000 Subscription
Shares.
The Fundraising is conditional, inter alia, on the passing of
the Resolutions by the Shareholders at the 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 EIS/VCT Placing Shares will commence on or around
19 July 2018; it is expected that admission to trading on AIM and
dealings in the General Placing Shares and Subscription Shares will
commence on or around 20 July 2018.
The Issue Price represents a discount of approximately 8.76 per
cent. to the closing mid-market price of 54.8 pence per Ordinary
Share on 22 June 2018 (being the last practicable date prior to the
announcement of the Fundraising). A Circular is expected to be
posted to shareholders following the close of the Bookbuilding
process and will explain the background to and reasons for the
Fundraising, why the Board considers the Fundraising to be in the
best interests of the Company and its Shareholders, and why the
Directors unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend
to do so in respect of the 7,723,663 Ordinary Shares held, directly
or indirectly, by them representing approximately 6.60 per cent. of
the total voting rights of the Company.
2. Background to the Company, reasons for the Fundraising and
use of proceeds
ANGLE is a leading player in the liquid biopsy market
commercialising a platform technology that can capture rare cells
circulating in blood, such as cancer cells, even when they are as
few in number such as one cell in one billion blood cells, and
harvest these cells for analysis. Such cancer cells are known as
circulating tumour cells ("CTCs"). ANGLE's cell separation
technology, known as the Parsortix(TM) system, harvests CTCs
through a liquid biopsy, with the patient only subjected to a
simple blood test.
The Parsortix system is the subject of granted patents in the
United States, Europe, Australia, Canada, China, India and Japan
and a number of related patents being progressed worldwide. The
system is based on a microfluidic device that captures CTCs based
on a combination of their larger size and lack of compressibility.
The Parsortix system is well established with strong positive
evaluations from leading cancer research centres and is working
with these cancer centres to demonstrate key clinical applications.
The Parsortix system has a CE Mark for clinical use in Europe and
the Company is progressing studies aimed at securing Food and Drug
Administration ("FDA") clearance for clinical use in the United
States with the relevant clinical studies scheduled for completion
in H2 CY18.
The analysis of the CTCs that can be harvested from patient
blood using the Company's Parsortix system has the potential to
help deliver personalised cancer care offering profound
improvements in clinical and health economic outcomes in the
treatment and diagnosis of various forms of cancer. The Parsortix
system is designed to be compatible with existing major medtech
analytical platforms and to act as a companion diagnostic for use
by major pharma in helping to identify patients that will benefit
from a particular drug and then monitoring the drug's
effectiveness.
ANGLE has established formal collaborations with world-class
cancer centres and is working with these cancer centres to
demonstrate key applications for its Parsortix system's
non-invasive cancer diagnostic system as a liquid biopsy. The
Company's key collaborators include: MD Anderson Cancer Center in
the US, Cancer Research UK Manchester Institute, Barts Cancer
Institute, University of Southern California (USC) Norris
Comprehensive Cancer Center, The University Medical Center
Hamburg-Eppendorf, Medical University of Vienna, University of
Rochester Wilmot Cancer Center and the Robert H Lurie Comprehensive
Cancer Center of Northwestern University. Key opinion leaders and
customers have also been presenting the results of their work using
the Parsortix system across a range of cancer indications and which
the Company believes provides further validation of the
wide-reaching potential of the Parsortix system over the medium
term.
The Company has also announced a co-marketing agreement with
QIAGEN which will initially target prostate cancer research use
applications for CTCs. In addition, ANGLE has entered into an
agreement with Abbott in relation to the use of its HER2 FISH in
the Company's FDA clinical study and a joint research programme
with Philips, funded by EU research funding.
3. Use of Proceeds
The net proceeds of the Fundraising, together with the Company's
existing cash reserves, which were GBP7.6 million at 30 April 2018
with a further GBP1.1 million R&D tax credit received post year
end, are expected to be used as follows during the next 18
months:
-- GBP6 million for FDA studies; clearance and metastatic breast cancer applications;
-- GBP4 million to progress work on ovarian cancer pelvic mass triage;
-- GBP1 million for prostate cancer applications;
-- GBP1 million for product development improvements; and
-- ongoing operating expenses.
4. Current trading and prospects
During the year ended 30 April 2018, the Company has maintained
its focus on executing its strategy for commercialisation of the
Parsortix system, with first patient enrolment for its FDA clinical
study during April 2018 and more than 80 subjects enrolled as at 1
June 2018. There are now four leading US cancer centres enrolling
subjects for the clinical study. As noted above, the Company
expects the FDA clinical and analytical studies to complete in H2
CY 2018.
Whilst the Company has made some sales, these are establishment
revenues mainly to leading translational researchers and have
remained limited prior to FDA clearance being received. In the year
ended 30 April 2018, the Company generated revenues and grant
income of GBP0.7 million, an increase of 36 per cent. on the
previous year. The gross margin on these sales is expected to be in
excess of 70 per cent. The Company's loss for the year ended 30
April 2018 following expenditure on development and clinical
studies is expected to be in line with expectations at GBP7.5
million with year end cash of GBP7.6 million, having raised GBP15
million, before expenses, in October 2017 to fund the acquisition
of the assets of Axela, Inc. together with working capital
requirements for the enlarged business. In addition, the Company
has received GBP1.1 million in R&D tax credits since the year
end.
The Company expects to publish its preliminary results for the
year ended 30 April 2018 during July 2018.
5. The Placing and Subscription
The Company proposes to raise GBP12.0 million (before expenses)
through the issue and allotment, conditional on Admission, of the
Fundraising Shares, almost all of which will be raised through the
Placing at the Issue Price through finnCap and WG Partners. The
Issue Price represents a discount of approximately 8.76 per cent.
to the closing mid-market price of 54.8 pence per Ordinary Share on
22 June 2018 (being the last practicable date prior to the
announcement of the Fundraising). The Placing Shares will represent
approximately 16.99 per cent. of the Enlarged Issued Share Capital
(assuming all the Fundraising Shares are issued) and will rank pari
passu with the Existing Ordinary Shares. The Placing is not being
underwritten.
A staff member intends to enter into a Subscription Agreement
with the Company to subscribe for 30,000 New Ordinary Shares
whereby he will subscribe, conditional on General Admission, for an
aggregate of 30,000 New Ordinary Shares at the Issue Price thereby
raising a further GBP15,000 (before expenses). The Subscription
Shares will represent approximately 0.02 per cent. of the Enlarged
Issued Share Capital (assuming all the Fundraising Shares are
issued) and will rank pari passu with the Existing Ordinary Shares.
The Subscription is not being underwritten.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Conditional
upon, inter alia, the passing of the Resolutions and receipt by the
Company of the Advance Assurance, in accordance with the conditions
of the Placing and Subscription, subject to the terms of the
Placing Agreement, it is expected that admission to trading on AIM
and dealings in the EIS/VCT Placing Shares will commence on or
around 19 July 2018. Conditional upon, inter alia, the passing of
the Resolutions and the EIS/VCT Placing becoming unconditional in
all respects, it is expected that admission to trading on AIM and
dealings in the General Placing Shares and Subscription Shares will
commence on or around 20 July 2018.
Shareholders should note that it is possible that EIS/VCT
Admission occurs but that General Admission does not. If General
Admission does not occur then the Company will not receive the
relevant net proceeds in respect of such Admission and the Company
may not be able to finance the activities referred to in this
document. Shareholders should also note that if Advance Assurance
is not received by 31 August 2018 then EIS/VCT Admission will not
occur and General Admission will not occur.
The EIS/VCT Placing is conditional, inter alia, upon:
i. the Placing Agreement becoming unconditional in all respects
in relation to the EIS/VCT Placing (save for EIS/VCT Admission) and
not having been terminated;
ii. the Resolutions being passed at the General Meeting;
iii. the receipt by the Company of the Advance Assurance;
and
iv. EIS/VCT Admission becoming effective by not later than 8.00
a.m. on 19 July 2018 or such later date (being not later than 8.00
a.m. on 31 August 2018) as the Company, finnCap and WG Partners may
agree.
The General Placing and Subscription are conditional, inter
alia, upon:
i. the Resolutions being passed at the General Meeting;
ii. the Placing Agreement becoming unconditional in all respects
in relation to the General Placing and the Subscription (save for
General Admission) and not having been terminated;
iii. the EIS/VCT Placing becoming unconditional in all respects; and
iv. General Admission becoming effective by not later than 8.00
a.m. on 20 July 2018 or such later date (being not later than 8.00
a.m. on 31 August 2018) as the Company, finnCap and WG Partners may
agree.
Pursuant to the terms of the Placing Agreement, finnCap and WG
Partners 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 finnCap and WG Partners in relation to, inter
alia, the accuracy of the information contained in the documents
relating to the Placing and the Subscription and certain other
matters relating to the Company and its business. In addition, the
Company has agreed to indemnify finnCap and WG Partners in relation
to certain liabilities that they may incur in respect of the
Placing and the Subscription.
finnCap and/or WG Partners may terminate the Placing Agreement
in certain circumstances (including for breach of warranty at any
time prior to EIS/VCT Admission and/or General Admission, if such
breach is reasonably considered by finnCap and/or WG Partners to be
material in the context of the Placing) and in the event of a force
majeure event or material adverse change occurring at any time
prior to EIS/VCT Admission and/or General Admission.
6. General Meeting
A Circular explaining the background to and reasons for the
Fundraising containing the Notice of General Meeting is expected to
be posted to shareholders following the close of the Bookbuilding
process. A copy of the Circular and the Notice of General Meeting
will thereafter be made available on the Company's website:
www.angleplc.com. The Notice of General Meeting will convene the
General Meeting of the Company for 10.00 a.m. on 18 July 2018 at
which the following Resolutions will be proposed:
Resolution 1 will be proposed to grant the Directors authority
to allot unissued shares in the capital of the Company in respect
of the Fundraising; and
Resolution 2 will be proposed, conditional on passing Resolution
1, to disapply statutory pre-emption rights to empower the
Directors to allot equity securities pursuant to the power
conferred by Resolution 1 on a non-pre-emptive basis in respect of
the Fundraising.
The authorities granted pursuant to the Resolutions will expire
on 1 September 2018 and are in addition to those granted at the
annual general meeting of the Company held on 31 October 2017.
Section 551 of the Act provides that the directors of a company
cannot allot new shares in its capital without the approval of its
shareholders. The purpose of Resolution 1 is to give the Directors
authority to allot Ordinary Shares for the purpose of the
Fundraising. The purpose of Resolution 2 is to disapply statutory
pre-emption rights for the purpose of the Fundraising.
If passed, these authorities will enable the Directors to effect
the Fundraising in respect of the New Ordinary Shares on a
non-pre-emptive basis.
Resolution 1 will be an ordinary resolution and requires a
majority of more than 50 per cent. of the Shareholders voting to be
passed.
Resolution 2 will be a special resolution and requires the
approval of not less than 75 per cent. of the Shareholders voting
to be passed. If the Resolutions are not passed by the requisite
majority, the Fundraising will not proceed.
7. EIS/VCT
The following information is based upon the laws and practice
currently in force in the UK and may not apply to persons who do
not hold their Ordinary Shares as investments.
The Company has obtained assurance from HMRC in August 2017 that
shares in the Company represented a qualifying investment in a
"knowledge intensive company" for a VCT and were capable of
qualifying for EIS tax reliefs. The Company has also applied for an
updated Advance Assurance from HMRC that the shares to be issued
pursuant to the EIS/VCT Placing will rank as 'eligible shares' and
will be capable of being a 'qualifying holding' for the purposes of
investment by VCTs and that the Company can issue EIS 3 'compliance
certificates' for the purposes of EIS. There have been no changes
to the EIS or VCT legislation since August 2017 which would affect
the Company's qualifying status for VCT and EIS purposes as a
"knowledge intensive company". The EIS/VCT Placing is conditional
on receipt by the Company of the Advance Assurance.
Potential shareholders or Shareholders who are in any doubt as
to their tax position or who are subject to tax in jurisdictions
other than the UK are strongly advised to consult their own
independent financial adviser immediately.
These details are intended only as a general guide to the
current tax position under UK taxation law and are not intended to
be exhaustive. Investors who are in any doubt as to their tax
position or who are subject to a tax jurisdiction, other than the
UK, are strongly advised to consult their professional advisers.
"Knowledge intensive companies" can raise up to GBP10 million under
the combined VCT, EIS, SEIS, social investment tax relief or any
other State aid risk capital investment in any 12 month period.
Shares issued to a VCT using "protected money" do not count towards
the total. "Protected money" is funds raised by VCTs prior to 5
April 2007 or derived from the investment of such money by the
VCT.
8. EIS
The Company intends to operate so that it qualifies for the
taxation advantages offered under EIS. The main advantages are as
follows:
i. Individuals can claim a tax credit of 30 per cent. of the
amount invested in the Company against their UK income tax
liability, (provided they have a sufficient tax liability to
reclaim this amount), thus reducing the effective cost of their
investment to 70 pence for each GBP1 invested. However, there is an
EIS subscription limit of GBP1,000,000 in each tax year for EIS
investment into any EIS qualifying company and a further
GBP1,000,000 for investment into companies which are
"knowledge-intensive companies" for EIS purposes and in either
case, to retain the relief, the EIS/VCT Placing Shares must be held
for at least three years.
ii. UK investors (individuals or certain trustees) may defer a
chargeable gain by investing the amount of the gain in the Company.
There is no limit to the level of investment for this purpose and,
therefore, to the amount of gain which may be deferred in this way.
Note that the deferred gain will come back into charge when the EIS
shares are disposed of, or if the Company ceases to qualify as an
EIS company within the three year qualifying period.
iii. There is no tax on capital gains made upon disposal after
the three year period ("Qualifying Period") of shares in an EIS
qualifying company on which income tax relief has been given and
not withdrawn.
iv. If a loss is made on disposal of the Fundraising Shares at
any time, the amount of the loss (after allowing for any income tax
relief initially obtained) can be set off against either the
individual's gains for the tax year in which the disposal occurs,
or, if not so used, against capital gains of a subsequent tax year,
or against the individual's income of the tax year of the disposal
or of the previous tax year.
v. Provided a Shareholder has owned Fundraising Shares in the
Company for at least two years and certain conditions are met at
the time of transfer, 100 per cent. business property relief will
be available, which reduces the inheritance tax liability on the
transfer of EIS/VCT Placing Shares to nil.
The amount of relief an investor may gain from an EIS investment
in the Company will depend on the investor's individual
circumstances.
Qualifying Period
In order to retain the EIS reliefs, an investor must hold their
shares for at least three years. A sale or other disposal (other
than an inter-spousal gift or a transfer on death) will result in
any income tax relief that has been claimed being clawed back by
HMRC. Additionally, any capital gains deferred will come back into
charge and the capital gains tax exemption will be lost. It is the
investor's responsibility to disclose a disposal to HMRC.
An individual can only be eligible for EIS relief on the
purchase of shares if all shares held by that investor are either
risk based shares (that is shares for which an EIS 3 compliance
statement has been issued) or subscriber shares.
Additionally, if the Company ceases to meet certain qualifying
conditions within three years from the date of the share issue, the
tax reliefs will be lost. This will be shown as the "Termination
Date" on the EIS3 certificate which the Company will issue to
investors following formal approval of the share issue by HMRC.
Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their
shares in the Company, the Company has to meet a number of rules
regarding the kind of company it is, the amount of money it can
raise, how and when that money must be employed for the purposes of
the trade, and the trading activities carried on. The Company must
satisfy HMRC that it meets these requirements and is therefore a
qualifying company.
Although the Company currently expects to satisfy the relevant
conditions for EIS investment, neither the Directors nor the
Company gives any warranty or undertaking that relief will be
available in respect of any investment in the EIS/VCT Placing
Shares.
9.VCT
The Company has applied for and has previously obtained
assurance from HMRC that the Placing Shares will be 'eligible
shares' for the purposes of investment by VCTs. The status of the
Placing Shares as a qualifying holding for VCTs will be
conditional, inter alia, upon the Company continuing to satisfy the
relevant requirements. Although the Company currently expects to
satisfy the relevant conditions for VCT investment, neither the
Directors nor the Company gives any warranty or undertaking that
relief will be available in respect of any investment in the
EIS/VCT Placing Shares.
As the rules governing EIS and VCT reliefs are complex and
interrelated with other legislation, if Shareholders and potential
shareholders are in any doubt as to their tax position, require
more detailed information than the general outline above, or are
subject to tax in a jurisdiction other than the United Kingdom,
they should consult their professional adviser.
Expected Timetable of Principal Events
Announcement of the Fundraising, 25 June 2018
Bookbuild commences
Announcement of the result 25 June 2018
of the Bookbuild via a
RIS
Posting of the Circular 25 June 2018
and Form of Proxy
Latest time and date for 10.00am on 16 July
the receipt of completed
Forms of Proxy
General Meeting 10.00am on 18 July
Announcement of result 18 July 2018
of General Meeting via
Regulatory Information
Service
Admission and dealings 19 July 2018
in the EIS/VCT Placing
Shares to commence on
AIM
Admission and dealings in the General Placing Shares and
Subscription
Shares to commence on AIM 20 July 2018
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting and, upon the receipt by the Company of the
Advance Assurance.
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
through a Regulatory Information Service. References to time in
this document are to London time.
Definitions
"Act" the Companies Act 2006 (as amended
from time to time)
"Admission" EIS/VCT Admission in the case
of the EIS/VCT Placing Shares
and General Admission in the case
of General Placing Shares and
Subscription Shares
"Advance Assurance" written confirmation from HMRC
to the Company that inter alia,
on the basis of information provided
by the Company, shares in issue
in the Company will rank as "eligible
shares" and will meet the requirements
for relief under HMRC's VCT and
EIS schemes, for the time being
and in so far as such requirements
relate to the Company
"AIM" the market of that name operated
by London Stock Exchange
"AIM Rules" the rules for companies with a
class of securities admitted to
AIM and their nominated advisers
governing the admission to and
operation of AIM as published
by London Stock Exchange from
time to time
"Bookbuild" or "Bookbuilding" the offering of Placing Shares
to placees by way of an accelerated
bookbuild by finnCap and WG Partners
as agents for the Company
"BST" British Standard Time
"Business Day" a day not being a Saturday or
a Sunday or a bank or public holiday
in England on which clearing banks
are open for business in the City
of London
"Circular" the circular in relation to the
Fundraising to be dispatched to
Shareholders following completion
of the Bookbuild
"Company" or "ANGLE" ANGLE plc, a company incorporated
in England and Wales under the
Companies Act 1985 with registered
number 04985171
"CREST" the Relevant System (as defined
by the CREST Regulations) for
the paperless settlement of share
transfers and the holding of shares
in uncertificated form in respect
of which Euroclear is the Operator
(as defined by the CREST Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (as amended)
(SI 2001/3755)
"Directors" or "Board" the directors of the Company,
or any duly authorised committee
thereof
"EIS" the Enterprise Incentive Scheme
under Part 5 of the Income Tax
Act 2007
"EIS/VCT Admission" admission of the EIS/VCT Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
"EIS/VCT Placing" the conditional placing of the
EIS/VCT Placing Shares to the
Placees pursuant to the Placing
Agreement
"EIS/VCT Placing the 8,160,000 New Ordinary Shares
Shares" to be issued, conditional on EIS/VCT
Admission, in connection with
the EIS/VCT Placing
"Enlarged Issued the Company's issued share capital
Share Capital" immediately after completion of
the Fundraising
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Existing Ordinary the 117,086,522 existing Ordinary
Shares" Shares at the date of this document
"FCA" the Financial Conduct Authority
"Financial Promotion the Financial Services and Markets
Order" Act 2000 (Financial Promotion)
Order 2005, (as amended)
"finnCap" finnCap Ltd, nominated adviser
and joint broker to the Placing
and Subscription
"Form of Proxy" the form of proxy to be enclosed
with the Circular for use by Shareholders
in connection with the General
Meeting
"Fundraising" together the Placing and Subscription
"Fundraising Shares" the New Ordinary Shares to be
issued, conditional on, inter
alia, Admission in connection
with the Fundraising
"General Admission" admission of the General Placing
Shares and Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"General Meeting" the general meeting of the Company
expected to be convened for 10.00
a.m. on 18 July 2018 at the offices
of the Company at 10 Nugent Road,
The Surrey Research Park, Guildford,
Surrey GU2 7AF
"General Placing" the conditional placing of the
General Placing Shares to the
Placees pursuant to the Placing
Agreement
"General Placing the 15,810,000 New Ordinary Shares
Shares" to be issued, conditional on,
inter alia, Admission, in connection
with the General Placing
"Group" the Company, its subsidiaries
and its subsidiary undertakings
"HMRC" Her Majesty's Revenue & Customs
"Issue Price" the price of 50 pence per New
Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the new Ordinary Shares to be
issued and allotted pursuant to
the Placing and the Subscription
"Notice of General the notice of the General Meeting,
Meeting" to be set out in the Circular
"Ordinary Shares" the ordinary shares of 10 pence
each in the capital of the Company
"Placees" subscribers for Placing Shares
pursuant to the Placing Agreement
"Placing" the conditional placing of the
EIS/VCT Placing Shares and General
Placing Shares to the Placees
pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated
25 June 2018 between the Company,
finnCap and WG Partners relating
to the Placing
"Placing Shares" the 8,160,000 New Ordinary Shares
to be issued, conditional on EIS/VCT
Admission, in connection with
the EIS/VCT Placing and the 15,810,000
New Ordinary Shares to be issued,
conditional on General Admission,
in connection with the General
Placing
"Prospectus Rules" the Prospectus Rules published
by the FCA
"Resolutions" the resolutions set out in the
Notice of General Meeting
"Shareholders" holders of Ordinary Shares
"Subscriber" the subscriber for New Ordinary
Shares pursuant to the Subscription
Agreement
"Subscription" the subscription proposed to be
made by the Subscriber for 30,000
New Ordinary Shares pursuant to
the Subscription Agreement
"Subscription Agreement" the agreement proposed to be made
between the Company and the Subscriber
"Subscription Shares" the 30,000 New Ordinary Shares
to be issued, conditional on,
inter alia, General Admission
in connection with the Subscription
"subsidiaries" and have the meaning set out in section
"subsidiary undertakings" 1162 of the Act
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"U.S." the United States of America,
each state thereof, its territories
and possessions, and all areas
subject to its jurisdiction
"VCT" a Venture Capital Trust under
Part 6 of the Income Tax Act 2007
"WG Partners" WG Partners LLP, joint broker
to the Placing and Subscription
"GBP" and "p" pounds and pence sterling, respectively,
the lawful currency of the United
Kingdom
APPIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPIX) COMES ARE REQUIRED BY THE COMPANY, FINNCAP
AND WG PARTNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE
OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE
COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C), 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 APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
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; the relevant
clearances have not been, and will not be, obtained for 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
offering 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 United Kingdom.
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.
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.
Members of the public are not eligible to take part in the
Placing.
In this Appendix:
(a) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. It is expected that the
EIS/VCT Placing Shares will be allotted, conditional upon, inter
alia, EIS/VCT Admission, on 19 July 2018, or, in any case, by such
later time and/or date as the Company, finnCap and WG Partners may
agree, being not later than 31 August 2018 (Long Stop Date) and the
General Placing Shares and the Subscription Shares will be
allotted, conditional upon, inter alia, EIS/VCT Admission and
General Admission, on 20 July 2018 or, in any case, by such later
time and/or date as the Company, finnCap and WG Partners may agree,
being not later than the Long Stop Date.
2. Details of the Placing
finnCap and WG Partners have today entered into the Placing
Agreement pursuant to which, subject to the conditions set out in
such agreement, they have agreed to use their reasonable endeavours
to procure subscribers for the Placing Shares at the Issue Price
with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing of the Placing Shares is conditional upon the
Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared or made following each Admission.
Applications will be made to the London Stock Exchange for
admission of the EIS/VCT Placing Shares and the General Placing
Shares and Subscription Shares to trading on AIM. EIS/VCT Admission
and General Admission is conditional upon, amongst other things,
the conditions in the Placing Agreement being satisfied and the
Placing Agreement not having been terminated in accordance with its
terms. It is expected that the EIS/VCT Placing Shares will be
allotted, conditional upon, inter alia, EIS/VCT Admission, on 19
July 2018 and that dealings in the EIS/VCT Placing Shares will
commence at that time and the General Placing Shares and the
Subscription Shares will be allotted, conditional upon, inter alia,
EIS/VCT Admission and General Admission, on 20 July 2018 and that
dealings in the General Placing Shares and Subscription Shares will
commence at that time.
3. Bookbuild
Each of finnCap and WG Partners are proceeding with a share
placing bookbuild process ("Bookbuild") for the purpose of
assessing demand from institutional and other investors for
subscribing for Placing Shares at the Issue Price and the Company
then issuing those shares under the Placing to raise GBP12.0
million for the Company before expenses. Each of finnCap and WG
Partners are acting as the Company's agent in respect of the
Bookbuild and the Placing.
The Bookbuild is expected to close at or before 4.30 p.m. (BST)
today. The Company will then release an announcement through the
London Stock Exchange's Regulatory Information Service confirming
the number of Placing Shares to be issued and the amount to be
raised under the Placing. finnCap and WG Partners will determine
the basis for allocating Placing Shares to bids submitted to it in
the Bookbuild and may at their discretion (i) accept bids, either
in whole or in part, (ii) accept bids that are received after the
Bookbuild has closed, and/or (iii) scale down all or any bids on
such basis as it considers appropriate. finnCap and WG Partners may
carry out the Placing by any alternative method to the Bookbuild as
they choose. Neither finnCap, WG Partners nor any other finnCap
Person or WG Partners Person will have any liability to Placees
(subject to applicable law) or to anyone else other than the
Company in respect of the Placing or in respect of its conduct of
the Bookbuild or of any alternative method that they may adopt for
carrying out the Placing.
The Company, finnCap and WG Partners may, by agreement with each
other, increase the amount to be raised through the Placing. The
Company also reserves the right to allow officers of the Company
and/or Group employees to subscribe for some of the Placing Shares
at the Issue Price, with finnCap's and WG Partners' agreement, on
substantially the same or similar terms as apply to those Relevant
Persons subscribing for shares under the Placing.
4. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by finnCap or WG Partners.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
broking contact at finnCap. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Issue Price.
If your bid is successful, in whole or in part, your allocation
will be confirmed orally following the close of the Bookbuild.
finnCap's oral confirmation of your allocation will constitute a
legally binding commitment on your part to subscribe for the number
of Placing Shares allocated to you at the Issue Price on the terms
and subject to the conditions set out or referred to in this
Appendix and subject to the Company's constitution.
A person who submits a bid in the Bookbuild will not be able,
without finnCap's agreement, to vary or revoke the bid before the
close of the Bookbuild. Such a person will not be able, after the
close of the Bookbuild, to vary or revoke a submitted bid in any
circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a written confirmation stating (i) the number of Placing
Shares allocated to you, (ii) the aggregate amount you will be
required to pay for those Placing Shares at the Issue Price, (iii)
relevant settlement information, and (iv) settlement instructions.
Settlement instructions will accompany each written confirmation
and, on receipt, should be confirmed back to finnCap by the date
and time stated in it. Settlement of transactions in the Placing
Shares will take place within the CREST system, subject to certain
exceptions, on a "delivery versus payment" (or "DVP") basis.
finnCap reserves the right to require settlement for and/or
delivery to any Placee of any Placing Shares to be made by such
other means as it may deem appropriate if delivery or settlement is
not possible or practicable within the CREST system within the
timetable set out in this Announcement. If your Placing Shares are
to be delivered to a custodian or settlement agent, you should
ensure that the written confirmation is copied and delivered
promptly to the appropriate person within that organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and
finnCap. No commissions will be paid to or by Placees in respect of
their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, finnCap and WG
Partners have agreed to use their reasonable endeavours as the
Company's agent to procure subscribers for Placing Shares at the
Issue Price.
The Placing is conditional on inter alia (i) finnCap's and WG
Partners' obligations under the Placing Agreement not being
terminated in accordance with their terms, (ii) the passing of the
Resolutions at the General Meeting of the Company, (iii) in the
case of the EIS/VCT Placing Shares, receipt by the Company of the
Advance Assurance and EIS/VCT Admission taking place not later than
8.00 a.m. on 19 July 2018 or such later date (being not later than
the Long Stop Date) as the Company, finnCap and WG Partners may
agree, (iv) in the case of the General Placing Shares and the
Subscription Shares, the EIS/VCT Placing becoming unconditional in
all respects and General Admission taking place not later than 8.00
a.m. on 20 July 2018 or such later date (being not later than the
Long Stop Date) as the Company, finnCap and WG Partners may agree
and (v) finnCap's and WG Partners' obligations under the Placing
Agreement becoming unconditional in all other respects. finnCap and
WG Partners may extend the time and/or date for the fulfilment of
any of the conditions in the Placing Agreement to a time no later
than 8.00 a.m. on the Long Stop Date. If any such condition is not
fulfilled (and, if capable of waiver under the Placing Agreement,
is not waived by both finnCap and WG Partners) by the relevant
time, the Placing will lapse and your rights and obligations in
respect of the Placing will cease and terminate at such time (save
in respect of accrued rights and obligations) and for the avoidance
of doubt EIS/VCT Admission is not conditional on General Admission
taking place but General Admission is conditional on both EIS/VCT
Admission and General Admission taking place in accordance with the
terms of the Placing Agreement. Therefore, the Placing, insofar as
it relates to EIS/VCT Admission, is only capable of termination
prior to EIS/VCT Admission and, the Placing, insofar as it relates
to the General Placing Shares may be terminated at any time prior
to General Admission.
finnCap or WG Partners may terminate their obligations under the
Placing Agreement prior to the relevant Admission in certain
circumstances including, inter alia, following a material breach of
the Placing Agreement by the Company. The exercise of any right of
termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any decision by finnCap or
WG Partners whether or not to extend the time for satisfaction of
any condition in the Placing Agreement are within finnCap's and WG
Partners' absolute discretion (as is the exercise of any right or
power of finnCap or WG Partners under the terms of this Appendix).
Neither finnCap nor WG Partners will have any liability to you or
to anyone else in respect of any such termination, waiver or
extension or any decision to exercise or not to exercise any such
right of termination, waiver or extension.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
6. Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and finnCap, in each case as a
fundamental term of your application for Placing Shares, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
Announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this Announcement or to
the effect that the Company is not now in breach of its obligations
under the London Stock Exchange's AIM Rules for Companies or under
the EU Market Abuse Regulation (596/2014) to disclose publicly in
the correct manner all such information as is then required to be
so disclosed by the Company;
(e) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(f) you are not a client of finnCap or WG Partners in relation
to the Placing and finnCap and/or WG Partners are not acting for
you in connection with the Placing and will not be responsible to
you in respect of the Placing for providing protections afforded to
its or their clients;
(g) you have not been, and will not be, given any warranty or
representation by any finnCap Person or WG Partners Person in
relation to any Placing Shares, the Company or any other member of
its Group and no finnCap Person nor WG Partners Person will have
any liability to you for any information contained in this
Announcement, the content of which is exclusively the
responsibility of the Company, or which has otherwise been
published by the Company or for any decision by you to participate
in the Placing based on any such information or on any other
information provided to you;
(h) you will pay the full subscription sum at the Issue Price as
and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with finnCap or
that you put in place with finnCap;
(i) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations) and have obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such subscription, and you
will provide promptly to finnCap or WG Partners such evidence, if
any, as to the identity or location or legal status of any person
which finnCap or WG Partners may request from you (for the purpose
of its complying with any such laws 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 finnCap or WG
Partners on the basis that any failure by you to do so may result
in the number of Placing Shares that are to be allotted and/or
issued to you or at your direction pursuant to the Placing being
reduced to such number, or to nil, as finnCap or WG Partners may
decide;
(j) you have complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (FSMA)
with respect to anything done or to be done by you in relation to
any Placing Shares in, from or otherwise involving the United
Kingdom and you have not made or communicated or caused to be made
or communicated, and you will not make or communicate or cause to
be made or communicated, any "financial promotion" in relation to
Placing Shares in contravention of section 21 of FSMA;
(k) you are a Relevant Person or a person to whom this
Announcement may otherwise be lawfully communicated;
(l) you are acting as principal only in respect of the Placing
or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or finnCap and WG Partners for the performance of all
your obligations as a Placee in respect of the Placing (regardless
of the fact that you are acting for another person), (iii) you are
both an "authorised person" for the purposes of FSMA and a
"qualified investor" as defined at Article 2.1(e)(i) of Directive
2003/71/EC (known as the Prospectus Directive) acting as agent for
such person, and (iv) such person is either (1) a FSMA Qualified
Investor or (2) a "client" (as defined in section 86(2) of FSMA) of
yours that has engaged you to act as his agent on terms which
enable you to make decisions concerning the Placing or any other
offers of transferable securities on his behalf without reference
to him;
(m) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(n) you will not treat any Placing Shares in a manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or finnCap or WG Partners to
contravene any such legislation;
(o) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the
Securities Act) (i) none of the Placing Shares have been or will be
registered under that Act or under the securities laws of any State
of or other jurisdiction within the United States, (ii) subject to
certain exceptions, no Placing Shares may be offered or sold,
resold, or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any US
person, (iii) you are (unless otherwise expressly agreed with
finnCap or WG Partners) neither within the United States nor a US
person, (iv) you have not offered, sold or delivered and will not
offer sell or deliver any of the Placing Shares to persons within
the United States, directly or indirectly, (v) neither you, your
affiliates, nor any persons acting on your behalf, have engaged or
will engage in any directed selling efforts with respect to the
Placing Shares, (vi) you will not be subscribing Placing Shares
with a view to resale in or into the United States, and (vii) you
will not distribute this Announcement or any offering material
relating to Placing Shares, directly or indirectly, in or into the
United States or to any persons resident in the United States;
(p) finnCap and WG Partners may satisfy their obligations to
procure Placees by themselves agreeing to become Placees in respect
of some or all of the Placing Shares or by nominating any other
finnCap Person or WG Partners Person or any person associated with
any finnCap Person or WG Partners Person to do so or by allowing
officers of the Company and/or Group employees to subscribe for
Placing Shares under the Placing at the Issue Price;
(q) time is of essence as regards your obligations under this Appendix;
(r) this Appendix and any contract which may be entered into
between you and finnCap and WG Partners and/or the Company pursuant
to this Appendix or the Placing, and all non-contractual
obligations arising between you and finnCap and WG Partners and/or
the Company in respect of the Placing, will be governed by and
construed in accordance with the laws of England, for which purpose
you submit (for yourself and on behalf of any person on whose
behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute, or matter arising out of or
relating to this Appendix or such contract, except that each of the
Company and finnCap and WG Partners will have the right to bring
enforcement proceedings in respect of any judgement obtained
against you in the English courts or in the courts of any other
relevant jurisdiction;
(s) each right or remedy of the Company or finnCap or WG
Partners provided for in this Appendix is in addition to any other
right or remedy which is available to such person and the exercise
of any such right or remedy in whole or in part will not preclude
the subsequent exercise of any such right or remedy;
(t) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to finnCap or WG Partners;
(u) if you have received any confidential price sensitive
information about the Company in advance of the Placing, you have
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
(v) you irrevocably appoint any duly authorised officer of
finnCap as your agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on your behalf
necessary to enable you to be registered as the holder of any of
the Placing Shares for which you agree to subscribe upon the terms
of this Announcement; and
(w) By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, finnCap, WG Partners and each finnCap Person and WG
Partners Person 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 Appendix or incurred by finnCap, WG
Partners, any finnCap Person, WG Partners Person or the Company
arising from the performance of the Placee's obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix shall survive after the completion of the
Placing.
7. Payment default
Your entitlement to receive any Placing Shares will be
conditional on finnCap's receipt of payment in full for such shares
by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as finnCap may
decide, and otherwise in accordance with that confirmation's terms.
finnCap may waive this condition, and will not be liable to you for
any decision to waive it or not.
If you fail to make such payment by the required time for any
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, finnCap may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
finnCap (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the
required time, and/or (ii) the sale of any such Placing Shares
to any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it. Interest may be
charged in respect of payments not received by finnCap for value by
the required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. FSMA Qualified Investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. New
Ordinary Shares have not been and will not be registered under the
US Securities Act of 1933, as amended or under the securities laws
of any State of or other jurisdiction within the United States,
and, subject to certain exceptions, may not be offered or sold,
resold or delivered, directly or indirectly, in or into the United
States, or to, or for the account or benefit of, any US persons (as
defined in Regulation S under that Act). No public offering of New
Ordinary Shares is being or will be made in the United States.
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
IOEPGUQWQUPRPGC
(END) Dow Jones Newswires
June 25, 2018 02:50 ET (06:50 GMT)
Angle (LSE:AGL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Angle (LSE:AGL)
Historical Stock Chart
From Sep 2023 to Sep 2024