TIDMAVCT
RNS Number : 1727W
Avacta Group PLC
30 July 2018
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN 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 OF AMERICA, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER COUNTRY, TERRITORY OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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 AVACTA GROUP
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFposed Placing and
Subscription to raise GBP11.4mFER OR SOLICITATION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
Avacta Group plc
("Avacta", the "Group" or the "Company")
Proposed Placing and Subscription to raise GBP11.4m
Avacta Group plc (AIM: AVCT), the developer of Affimer(R)
biotherapeutics and reagents, is pleased to announce a proposed
Placing and Subscription (together the "Fundraising") at a price of
25 pence per share to raise gross proceeds for the Company of
GBP11.4 million.
The Placing will be conducted by way of an accelerated bookbuild
process which will be launched immediately following this
announcement, in accordance with the terms and conditions set out
in the Appendix to this announcement. finnCap is acting as
Nominated Adviser and Joint Broker, alongside WG Partners and
Turner Pope who will also be acting as joint brokers in connection
with the Placing (together the "Joint Brokers"). It is expected
that the Subscription will be concluded at the close of the
accelerated book build process and will raise proceeds for the
Company of GBP1.9 million.
It is proposed that the Placing will comprise of an element of
Ordinary Shares that will be allotted pursuant to an existing
authorisation to allot shares on a non-pre-emptive basis and
admitted to trading on AIM on Friday 3 August 2018, with the
balance of shares to be issued in connection with the Fundraising
being subject to shareholder approval. The Fundraising is not being
underwritten.
The final number of Placing Shares will be agreed by the Joint
Brokers and the Company at the close of the bookbuild, and the
results of the Fundraising will be announced as soon as practicable
thereafter. The timing for the close of the bookbuild and the
allocation of Placing Shares shall be at the absolute discretion of
the Joint Brokers, in consultation with the Company. The Company
and the Joint Brokers reserve the right to issue and sell a greater
or lesser number of shares through the Placing.
REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS
It is anticipated that the Fundraising will raise GBP11.4
million before expenses. The Company intends to utilise the net
proceeds of the Fundraising to enter into significant drug
development partnerships, develop the Affimer therapeutic pipeline,
license Affimer reagents and seek to achieve a clinic ready
candidate for first-in-man trials of its PD-L1/LAG3 bispecific
therapy. Accordingly, the Company intends to deploy the funds to
invest into the therapeutic pre-clinical and clinical programmes
and to seek to grow the recurring revenue from the reagents
business.
Therapeutics, approximately GBP6.2 million invested as
follows:
-- GBP2.0 million deployed into the PD-L1/LAG3 bispecific
programme focused on the IND enabling studies during 2018/19 that
would facilitate the Company to commit, in future, to the
substantial regulatory, GMP manufacturing and clinical trials costs
of a first-time-in-human Phase I clinical study in 2020/21;
-- GBP1.2 million deployed into the PD-L1 Drug Conjugate
programme in partnership with Tufts Medical Center to seek to
develop a novel PD-L1 targeted drug conjugate in order to achieve
in-vivo pharmacology data in 2020 for development or
partnering;
-- GBP0.75 million deployed into the targeted agonists in order
to achieve in-vivo pharmacology data in 2020 for partnering or
development;
-- GBP1.0 million into the discovery pipeline to continue to
build the pipeline of Affimer I-O assets for partnering and support
third party technology evaluations through collaborative projects;
and
-- GBP1.25 million invested into further staff costs related to
the clinical and regulatory team, to include the appointment of a
Chief Medical Officer for the Company, business development and IP
protection.
Reagents, approximately GBP3.3 million invested as follows:
-- Business Development, GBP0.8 million to help deliver:
o 10-20 royalty bearing license deals in place by 2021;
o at least one major diagnostic license deal/partnership with
seven figure royalty potential;
o 50-100 paid for projects per year by 2021;
o marketing, conferences, exhibitions; and
o business development team shared with therapeutics: US (2
fte), Europe (3 fte), Asia.
-- Research and Development, GBP2.5 million to help deliver:
o Applications development to generate technical marketing
material;
o Method development for high value difficult targets;
o Generation of a pipeline of diagnostic Affimer assets for
licensing; and
o Applications and R&D team.
Other, GBP1.0 million to be utilised to cover:
-- capex, plc and central costs; and
-- intellectual property costs.
CURRENT TRADING AND OUTLOOK
The interim results released on 16 April 2018 demonstrated the
continued progress that the Company has made. The results showed
revenues increased 16 per cent to GBP1.5m (GBP1.3m FY17) and, at 31
January 2018, cash balances were GBP8.3 million. With regards to
the Affimer Therapeutics business, Avacta has made good progress
with in-house programmes, the lead PD-L1 programme is on-track to
deliver several key pre-clinical milestones in 2018 and there is
continued platform validation and de-risking through completion of
a number of in-vitro data packages. The Company has made solid
progress with a number of partners such as partners Moderna,
Glythera Ltd and FIT Biotech (FITBIO:FN Finland). There are ongoing
collaborations with Memorial Sloan Kettering Cancer Centre and with
OncoSec (NASDAQ: ONCS) and recently the Company announced a drug
development partnership based on a ground-breaking co-invention
with Tufts University School of Medicine in Boston, US. This
partnership focuses on an entirely novel approach to making drug
conjugates combining Avacta's Affimer technology with drugs
developed by Professor William Bachovchin, Professor of Chemical
and Molecular Biology at Tufts. Avacta is in discussions with
multiple pharma and biotech regarding Affimer therapeutics
opportunities. The pipeline of opportunities continues to grow
across multiple applications.
With regards to Affimer research and diagnostics reagents, the
focus is on licensing opportunities for reagents in non-therapeutic
markets: progress has been made with multiple third-party
technology evaluations and Avacta is expecting further licensing
deals in 2018. In addition, there has been strong growth in public
validations of Affimer technology by third parties. This includes a
record period for publication of third party peer reviewed
scientific papers using Affimers as well as public support by likes
of Covance and Heptares.
Since 31 January 2018, Avacta has made progress in a second
therapeutic programme, a LAG-3 inhibitor, such that the Group is
confident to leap-frog the planned clinical trials for a PD-L1
inhibitor on its own and, on a similar timescale, aim for
first-time-in-human clinical data for a PD-L1/LAG-3 bispecific
therapy - a potentially much more valuable asset.
The Company is working with partners to demonstrate the
potential of the Affimer technology in other therapeutic areas. In
one such area, gene delivery, the Company has received a great deal
of interest as a result of, the Directors believe, the technical
benefits of the Affimer technology for this application. Moderna,
Oncosec and FIT Biotech are all gene delivery collaborations.
Moderna is evaluating Affimers against multiple targets and the
Company expects Moderna to make a decision whether to develop these
Affimers further before the end of 2018. In May 2018 the Company
announced that its research collaboration with FIT Biotech had
successfully completed a proof-of-concept gene delivery study with
very encouraging data, showing sustained production of Affimer
molecules by the muscle tissue of mice following a single dose of
the Affimer DNA using the FIT technology.
With the growing body of data generated in-house and through
collaborations, the Company expects that it will have sufficient
evidence of the performance of Affimer therapeutics to secure at
least one significant development partnership including an upfront
payment with a significant pharma partner in the next two years
before it reaches the clinic itself with its lead in-house
programme. The Company expects that, in due course, clinical data
from its in-house programmes will be seen as a major de-risking
point that will make deal-making easier and deal sizes larger.
DIRECTORS' PARTICIPATION
The Directors intend to invest a total of GBP70,000 in the
Fundraising as follows:
Eliot Forster, Non-executive Chairman, intends to subscribe for
120,000 Ordinary Shares in the Subscription at the Issue Price for
a total of GBP30,000.
Alastair Smith, Chief Executive Officer, intends to subscribe
for 40,000 Ordinary Shares in the Placing at the Issue Price for a
total of GBP10,000.
Alan Aubrey, Non-Executive Director, intends to subscribe for
80,000 Ordinary Shares in the Placing at the Issue Price for a
total of GBP20,000.
Trevor Nicholls, Non-Executive Director, intends to subscribe
for 40,000 Ordinary Shares in the Placing at the Issue Price for a
total of GBP10,000.
RELATED PARTY TRANSACTION
The proposed participation of Eliot Forster, Alastair Smith,
Alan Aubrey and Trevor Nicholls in the Fundraising is deemed a
related party transaction pursuant to the AIM Rules. The
Independent Directors consider, having consulted with the Company's
nominated adviser, finnCap, that the terms of the Director's
participation in the Fundraising is fair and reasonable insofar as
the Shareholders are concerned.
The proposed participation of IP Group Plc in the Placing is
deemed a related party transaction pursuant to the AIM Rules. The
Independent Directors consider, having consulted with the Company's
nominated adviser, finnCap, that the terms of IP Group Plc's
participation in the Placing is fair and reasonable insofar as
Shareholders are concerned.
OPTION SCHEMES
The Company has four option schemes in place, a share incentive
plan, an EMI scheme, an unapproved scheme and a long term incentive
plan. There are currently in issue options to subscribe for
4,756,972 Ordinary Shares, representing 6.7 per cent of the
Existing Ordinary Shares. Following the Fundraising the Enlarged
Share Capital is expected to be 114,749,487 Ordinary Shares. To
ensure key staff are fully incentivised, it is intended that the
number of shares under option be increased to 17,200,000,
representing 15 per cent of the Enlarged Share Capital. As at the
date of this announcement there are 1,489,072 Ordinary Shares that
have been awarded to staff below management level under an EMI
option scheme. The exercise price for these options is between 70p
and 134p per share. It is intended that for this scheme only the
exercise price will be amended to be the Issue Price.
For further information from Avacta Group plc, please
contact:
Avacta Group plc Tel: +44 (0) 844 414 0452
Alastair Smith, Chief Executive Officer www.avacta.com
Tony Gardiner, Chief Financial Officer
finnCap Ltd Tel: +44 (0) 207 220 0500
Geoff Nash / Giles Rolls - Nominated www.finncap.com
Adviser
Tim Redfern / Nikita Jain - Corporate
Broking Tel: +44 (0) 203 705 9318
Tel: +44 (0) 203 705 9317
WG Partners www.wgpartners.co.uk
Nigel Birks / Nigel Barnes
David Wilson / Claes Spang
Turner Pope
James Pope Tel: +44 (0) 203 621 4120
Andy Thacker www.turnerpope.com
Zyme Communications (Trade and Regional Tel: +44 (0)7787 502 947
Media) katie.odgaard@zymecommunications.com
Katie Odgaard
Tel: +44 (0)7764 947137
Yellow Jersey (Financial Media and avacta@yellowjerseypr.com
IR)
Sarah Hollins
DEFINITIONS
"Affiliate" a person controlling, controlled
by or under common control with
that person
"AIM" the market of that name, operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange
"Board" or "Directors" the directors of the Company as
at the date of this announcement
"Company" or "Avacta" Avacta Group Plc, a company incorporated
in England and Wales with registered
number 04748597
"EIS" Enterprise Investment Scheme
"EIS/VCT Clearance" the clearance dated 8 May 2018 received
from HMRC confirming that the Company
satisfied the relevant VCT and EIS
criteria so as to enable investors
in the Company to potentially be
able to benefit from EIS/VCT tax
reliefs
"EIS/VCT Shares" up to 10,785,800 new Ordinary Shares
to be allotted and issued pursuant
to the Placing Agreement to VCTs
and certain persons seeking to invest
in "eligible shares" for the purpose
of EIS pursuant to the EIS/VCT Clearance
"Enlarged Share Capital" the issued share capital of the
Company as enlarged by the issue
of the New Ordinary Shares
"Existing Ordinary Shares" the 68,989,487 Ordinary Shares in
issue on the date of this announcement
"finnCap" finnCap Ltd, the Company's nominated
adviser and joint broker
"finnCap Person" means any person being finnCap,
its Affiliates or its and their
respective directors, officers,
agents or employees (in each case
whether present or future)
"First Admission" the admission of the First Placing
Shares to trading on AIM
"First Placing Shares" up to 2,494,200 General Shares and
3,525,800 EIS/VCT Shares
"Fundraising" together the Placing and the Subscription
"General Shares" up to 27,454,200 new Ordinary Shares
to be allotted and issued pursuant
to the Placing Agreement other than
the EIS/VCT Shares
"Independent Directors" Tony Gardiner and Mike Owen
"Issue Price" the issue price of both the Placing
Shares and the Subscription Shares,
being 25p per New Ordinary Share
"Joint Brokers" finnCap, WG Partners and Turner
Pope
"New Ordinary Shares" the Placing Shares and the Subscription
Shares
"Ordinary Shares" ordinary shares of 10p in the capital
of the Company
"Placees" subscribers for the EIS/VCT Shares
and General Shares pursuant to the
Placing
"Placing" the conditional placing of the EIS/VCT
Shares and General Shares at the
Issue Price by the Joint Brokers
to the Company, pursuant to the
Placing Agreement
"Placing Agreement" the conditional agreement dated
30 July 2018 between the Company,
finnCap, WG Partners and Turner
Pope in relation to the Placing
"Placing Shares" the EIS/VCT Shares and the General
Shares to be issued pursuant to
the Placing
"Second Admission" the admission of the Second Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
"Second Placing Shares" up to 7,260,000 EIS/VCT Placing
Shares to be allotted and issued
pursuant to the Placing
"Shareholders" holders of Ordinary Shares
"'Subscription"' the conditional subscription for
the Subscription Shares pursuant
to the Subscription Letters
"Subscription Letters" the conditional subscription letters
to be entered into by the Company
in connection with the subscription
for the Subscription Shares
"'Subscription Shares"' 7,520,000 Ordinary Shares to be
issued pursuant to the Subscription
"Third Admission" the admission of the Third Placing
Shares and the Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"Third Placing Shares" up to 24,960,000 General Shares
to be allotted and issued pursuant
to the Placing
"Turner Pope" Turner Pope Investments (TPI) Ltd,
acting as joint broker of the Company
"Turner Pope Person" any person being Turner Pope, its
Affiliates or its and their respective
directors, officers, agents or employees
(in each case whether present or
future)
"WG Partners" WG Partners LLP, acting as joint
broker to the Company
"WG Partners Person" any person being WG Partners, its
Affiliates or its and their respective
directors, officers, agents or employees
(in each case whether present or
future)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraising 30 July 2018
Announcement of Result of Fundraising 30 July 2018
Publication and posting circular to shareholders 31 July 2018
and the form of proxy
First Admission 8.00 a.m. on 3 August
2018
First Placing Shares credited to CREST members' 3 August 2018
accounts in uncertificated form
Latest time and date for receipt of Forms 10.00 a.m. on 15 August
of Proxy 2018
General Meeting 10.00 a.m. on 17 August
2018
Result of General Meeting announced 17 August 2018
Second Admission 8.00 a.m. on 20 August
2018
Second Placing Shares credited to CREST 20 August 2018
members' accounts in uncertificated form
Third Admission 8.00 a.m. on 21 August
2018
Third Placing Shares and Subscription Shares 21 August 2018
credited to CREST members' accounts in uncertificated
form
Despatch of definitive share certificates no later than 7 September
for EIS/VCT Shares, General Shares and Subscription 2018
Shares in certificated form
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,
WG PARTNERS AND TURNER POPE 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 (as defined below) 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 (i)
the First Placing Shares will be allotted, conditional upon, inter
alia, First Admission, on 3 August 2018, or, in any case, by such
later time and/or date as the Company and the Brokers (as defined
below) may agree, being not later than 7 September 2018 (Long Stop
Date) (ii) the Second Placing Shares will be allotted, conditional
upon, inter alia, Second Admission, on 20 August 2018, and (iii)
the Third Shares and the Subscription Shares will be allotted,
conditional upon, inter alia, the Second Admission and the Third
Admission, on 21 August 2018 or, in any case, by such later time
and/or date as the Company and the Brokers may agree, being not
later than the Long Stop Date.
2. Details of the Placing
finnCap, WG Partners and Turner Pope (the "Joint Brokers") have
today entered into the Placing Agreement with the Company pursuant
to which, subject to the conditions set out in such agreement, they
have agreed, as agents for and on behalf of the Company, to use
their respective reasonable endeavours to procure Placees 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 Shares, the General Shares and the
Subscription Shares to trading on AIM. The First Admission, Second
Admission and the Third Admission are each 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 First Placing
Shares will be allotted, conditional upon, inter alia, First
Admission, on 3 August 2018 and that dealings in the First Placing
Shares will commence at that time. It is expected that the Second
Placing Shares will be allotted, conditional upon, inter alia, the
Second Admission, on 20 August 2018 and that dealings in the Second
Placing Shares will commence at that time. It is expected that the
Third Placing Shares and the Subscription Shares will be allotted,
conditional upon, inter alia, Third Admission on 21 August 2018 and
that dealings in the Third Placing Shares and Subscription Shares
will commence at that time.
3. Bookbuild
Each of the Joint Brokers are proceeding with a share placing
bookbuild process (Bookbuild) for the purpose of assessing demand
from institutional and other investors for subscribing for the
Placing Shares at the Issue Price and the Company then issuing
those shares under the Placing and the Subscription Shares under
the Subscription to raise approximately GBP11.4 million for the
Company before expenses. Each of the Joint Brokers are acting as
the Company's agent in respect of the Bookbuild.
The Bookbuild is expected to close at or before 5 p.m. today.
The Company will then release an announcement through the London
Stock Exchange's Regulatory Information Service confirming the
number of Placing Shares and Subscription Shares to be issued and
the amount to be raised under the Placing and the Subscription. The
Joint Brokers 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. The Joint Brokers may carry out the Placing by any
alternative method to the Bookbuild as they choose. None of the
Joint Brokers nor any other finnCap Person, WG Partners Person or
TP 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 and the Joint Brokers 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 the Joint Brokers' 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 the Joint Brokers.
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 the Joint Brokers. 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. Oral confirmation of your allocation by any of the Joint
Brokers 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
articles of association.
A person who submits a bid in the Bookbuild will not be able,
without the agreement of any of the Joint Brokers (as appropriate),
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 the Joint Brokers 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. The Joint Brokers 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
the Joint Brokers. 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, the Joint Brokers have
agreed, as agents for and on behalf of the Company, to use their
respective reasonable endeavours to procure Placees for Placing
Shares at the Issue Price.
The Placing is conditional on inter alia (i) the Joint Brokers'
obligations under the Placing Agreement not being terminated in
accordance with their terms, (ii) in the case of the First Placing
Shares, First Admission taking place not later than 8.00 a.m. on 3
August 2018 or such later date (being not later than the Long Stop
Date) as the Company and the Joint Brokers may agree, (iii) in the
case of the Second Placing Shares and the Third Placing Shares, the
passing of the Resolution at the General Meeting of the Company,
(iv) in the case of the Second Placing Shares, First Admission
taking place not later than 8.00 a.m. on 3 August 2018 or such
later date (being not later than the Long Stop Date) as the Company
and the Joint Brokers may agree and Second Admission taking place
not later than 8.00 a.m. on 20 August 2018 or such later date
(being not later than the Long Stop Date) as the Company and the
Joint Brokers may agree, (v) in the case of the Third Placing
Shares and the Subscription Shares, Second Admission taking place
not later than 8.00 a.m. on 20 August 2018 or such later date
(being not later than the Long Stop Date) as the Company and the
Joint Brokers may agree and Third Admission taking place not later
than 8.00 a.m. on 21 August 2018 or such later date (being not
later than the Long Stop Date) as the Company and the Joint Brokers
may agree, and (vi) the Joint Brokers' obligations under the
Placing Agreement becoming unconditional in all other respects. The
Joint Brokers 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 the Joint Brokers) 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
Admission of the First Placing Shares is not conditional on
Admission of the Second Placing Shares or the Third Placing Shares
taking place but Admission of the Third Placing Shares is
conditional on both the Admission of the First Placing Shares and
the Second Placing Shares taking place in accordance with the terms
of the Placing Agreement.
finnCap or WG Partners may terminate 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 the Joint Brokers whether or not to
extend the time for satisfaction of any condition in the Placing
Agreement are within the Joint Brokers' absolute discretion (as is
the exercise of any right or power of the Joint Brokers under the
terms of this Appendix). None of the Joint Brokers 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 the Joint Brokers under the Bookbuild
you will irrevocably acknowledge and confirm and warrant and
undertake to, and agree with, each of the Company and the Joint
Brokers, 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 the Joint Brokers in relation to the
Placing and finnCap and/or WG Partners and/or Turner Pope 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 or
Turner Pope Person in relation to any Placing Shares, the Company
or any other member of its Group and no finnCap Person nor WG
Partners Person nor Turner Pope 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 the Joint Brokers
or that you put in place the Joint Brokers;
(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 or Turner Pope such
evidence, if any, as to the identity or location or legal status of
any person which finnCap or WG Partners or Turner Pope 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 or Turner Pope 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 or Turner Pope 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 the Joint Brokers 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 any of the Joint Brokers 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 any
of the Joint Brokers) 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) the Joint Brokers 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 Turner Pope Person or any person
associated with any finnCap Person or WG Partners Person or Turner
Pope 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 the Brokers and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and the Joint Brokers 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
the Joint Brokers 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 the Joint Brokers
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 any of the Brokers;
(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, the Joint Brokers and each finnCap Person and WG Partners
Person and Turner Pope 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 any of the Joint
Brokers, any finnCap Person, WG Partners Person, Turner Pope 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 and/or Turner Pope'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 and/or Turner Pope may decide, and otherwise in
accordance with that confirmation's terms. finnCap and/or Turner
Pope 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 articles of association 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 and/or
Turner Pope 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 and/or Turner Pope (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 and/or Turner Pope 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 and/or Turner Pope 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
IOEBGGDRRXXBGIG
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July 30, 2018 06:41 ET (10:41 GMT)
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