TIDMERGO
RNS Number : 5614D
Ergomed plc
01 February 2018
PRESS RELEASE
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SHARES OR OTHER SECURITIES OF ERGOMED PLC IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE
SEE THE APPIX AT THE OF THIS ANNOUNCEMENT.
Completion of Placing raising approximately GBP3.9 million for
selected acquisitions to augment the growth of its services
businesses, capital expenditure and additional working capital
London, UK - 1 February 2018: Ergomed plc (LSE: ERGO) ("Ergomed"
or the "Company"), a specialised pharmaceutical services and drug
development company, announces a placing (the "Placing") of
2,029,971 new Ordinary Shares ("Placing Shares") at 190p per share
to raise gross proceeds of approximately GBP3.9 million (the
"Placing Price").
The Company has raised approximately GBP3.9 million by way of a
placing with existing and new investors. The proceeds of the
Placing will be used to fund:
- Initial cash considerations for small bolt-on acquisitions to
support the Company's Drug Safety & Medical Information and
orphan drug CRO service offering;
- Capital expenditure on IT platforms to support the Company's
Drug Safety & Medical Information business; and
- Provide the Company with additional working capital.
As at 31 December 2017, the Company had a cash balance of GBP3.2
million and no debt.
Background to the use of proceeds
An integral component of the Company's strategy is the addition
of selected acquisitions to accelerate the growth of the Company's
services offering. The Company has identified certain technology
and consulting businesses to enhance its Drug Safety & Medical
Information business, which includes PrimeVigilance. The Company
has also identified a number of small profitable services
businesses which could be integrated into its existing operations,
all of which are expected to enhance earnings. There can be no
assurance that all, or any, of these potential acquisitions will be
consummated.
A state-of-the-art technology platform is critical for executing
PrimeVigilance's growth strategy. It has already piloted robotic
process automation and is now looking at expanding the use of
robotics software in suitable process workflows. In addition,
PrimeVigilance may wish to acquire additional adverse event
databases, as requested by prospective clients.
Commenting on the Placing, Stephen Stamp, Chief Executive
Officer of Ergomed plc said: "This Placing provides us the
flexibility to move forward on a number of fronts, in particular
securing and enhancing the technology platform to advance our
leading market position and drive further growth in our Drug Safety
& Medical Information business."
Details of the Placing
The Placing was undertaken by Numis Securities Limited ("Numis)
acting as the Company's Broker and Nominated Adviser.
Under the terms of the Placing, Ergomed will admit to trading
2,029,971 new ordinary shares of 1 pence each in the capital of the
Company, representing approximately 5 per cent of the existing
issued ordinary share capital of the Company.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares of 1
pence each in the capital of the Company including the right to
receive all future dividends and distributions declared, made or
paid by reference to a record date falling after their issue.
The Company has applied for the Placing Shares to be admitted to
trading on AIM ("Admission"). It is expected that settlement of
subscriptions in respect of the Placing Shares and Admission will
take place and that trading in the Placing Shares will commence at
8.00 a.m. on 6 February 2018. Following Admission, the total number
of Ordinary Shares in the Company will be 44,710,784. The Company
holds no treasury shares and therefore the total number of voting
rights is 44,710,784.
The Placing is conditional upon, inter alia, Admission becoming
effective. Further details of the Placing Agreement can be found in
the terms and conditions of the Placing contained in the Appendix
to this Announcement (which forms part of the Announcement).
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
Current trading and outlook
In its trading update on 25 January 2018, the Company announced
that for the year ended 31 December 2017, service revenue increased
35%, new service business won totalled GBP54 million and there is a
contracted order book backlog of GBP88 million.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, 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.
S
Enquiries:
Ergomed plc Tel: +44 (0)
1483 503205
Stephen Stamp (Chief Executive
Officer)
Numis Securities Limited Tel: +44 (0)
20 7260 1000
Michael Meade / Freddie Barnfield
(Nominated Adviser)
James Black (Joint Broker)
Consilium Strategic Communications Tel: +44 (0)
- for UK enquiries 20 3709 5700
Chris Gardner / Mary-Jane ergomed@consilium-comms.com
Elliott
Ivar Milligan / Philippa Gardner
About Ergomed
Ergomed provides specialist services to the pharmaceutical
industry and develops drugs both wholly-owned and through
partnerships. Ergomed's fast-growing, profitable service offering
spans all phases of clinical development and post-approval
pharmacovigilance and medical information. Drawing on more than 20
years of expertise in drug development, Ergomed is also building a
growing portfolio of drug development partnerships and programmes,
including wholly-owned proprietary products for the treatment of
surgical bleeding. For further information, visit:
http://ergomedplc.com.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of Ordinary Shares may decline and investors
could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Numis will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR
APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN
THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND NO STATEMENT
IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS
PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS
PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Numis Securities Ltd
("Numis"), the Company's nominated adviser, or any of their
respective affiliates (within the meaning of Rule 405 under the US
Securities Act of 1933, as amended (the "Securities Act")
("Affiliates") or any of such persons' directors, officers or
employees or any other person as to the accuracy, completeness or
fairness of the information or opinions contained in this
Announcement and no liability whatsoever is accepted by the
Company, Numis or any of such persons' Affiliates, directors,
officers or employees or any other person for any loss howsoever
arising, directly or indirectly, from any use of such information
or opinions or otherwise arising in connection therewith.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. In particular the Placing Shares referred to in
this Announcement have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and will be
offered or sold only outside of the United States in accordance
with Regulation S under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of United States, Australia, Canada, Japan or 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 the United States, Australia, Canada, Japan or South Africa or
any other jurisdiction outside the United Kingdom.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company and
Numis to inform themselves about, and observe, any such
restrictions.
1. Details of the Placing
1.1 Numis has today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to certain
conditions, Numis, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees
("Placees") for the Placing Shares at the Placing Price or, failing
which, to subscribe as principal for the Placing Shares itself.
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
2. Applications for admission to trading
2.1 Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on its AIM market.
2.2 It is expected that Admission will become effective at
8.00am on 6 February 2018 ("Admission") and that dealings in the
Placing Shares will commence at that time.
3. Participation in, and principal terms of, the Placing
3.1 Numis is acting as sole bookrunner and as agent for the
Company in connection with the Placing, and Admission. Numis is
authorised and regulated in the United Kingdom by the FCA, and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this Announcement.
Participation in the Placing is only available to persons who may
lawfully be, and are invited to participate in it by Numis. Numis
and its affiliates are each entitled to participate in the Placing
as principal.
3.2 The placing price will be a fixed price of 190 pence per
Placing Share (the "Placing Price"). No commissions will be paid to
Placees or by the Placees in respect of any Placing Shares.
3.3 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or one of its
affiliates, and a contract note will be dispatched as soon as
practicable thereafter as evidence of such Placee's allocation and
commitment. The terms and conditions of this Appendix will be
deemed incorporated into the contract note. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and Numis to subscribe for the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. An offer to acquire Placing Shares, which
has been communicated by a prospective Placee to Numis which has
not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of Numis.
3.4 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Numis (as agent of the
Company), to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee. Each Placee's
obligation will be owed to the Company and to Numis.
3.5 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
3.6 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
3.7 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.8 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Numis, (ii) any of its directors, officers,
employees or consultants, or (iii) to the extent not contained with
(i) or (ii), any person connected with Numis as defined in FSMA
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
person other than the Company in respect of the Placing.
4. Conditions of the Placing
4.1 Numis' obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the Placing Agreement not having been terminated prior to Admission;
(b) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(c) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(d) certain publication of announcement obligations (including
with respect to this Announcement); and
(e) Admission occurring by 8:00am on 6 February 2018 (or such
later time and date as Numis and the Company may agree not being
later than 8:00am on 20 February 2018).
4.2 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived by Numis,
by the respective time or date where specified (or such later time
or date as the Company and Numis may agree), (ii) any such
condition becomes incapable of being fulfilled or (iii) the Placing
Agreement is terminated in accordance with its terms, the Placing
will not proceed and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
4.3 Numis may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that conditions (c) and
(e) above relating to Admission may not be waived. Any such
extension or waiver will not affect the Placees' commitments as set
out in this Announcement.
4.4 Neither Numis nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Numis.
5. Termination of the Placing Agreement
5.1 Numis is entitled, at any time prior to Admission, to
terminate the Placing Agreement in respect of the Placing Shares in
accordance with the terms of the Placing Agreement by giving notice
to the Company in certain circumstances, including a breach of the
warranties given to the Numis in the Placing Agreement, the failure
of the Company to comply with its obligations under the Placing
Agreement, a material adverse change in the Group's condition or
prospects or the occurrence of a force majeure event which, in the
opinion of Numis (acting in good faith), makes it impractical or
inadvisable to proceed with the Placing.
5.2 By participating in the Placing, Placees agree that the
exercise by Numis of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Numis and that it need not make any reference to Placees and
that it nor the Company (or its directors, officers or employees)
shall have no liability to Placees whatsoever in connection with
any such exercise.
6. No prospectus
6.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below).
6.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Numis or any other person and
neither Numis nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BN7ZCY67) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees in certificated form if, in Numis' opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
7.2 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with Numis, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Numis and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with
Numis.
7.3 The Company will deliver the Placing Shares a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery (DEL) instruction into the CREST system. Numis will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
7.4 It is expected that settlement will take place on 6 February
2018 in accordance with the instructions set out in the contract
note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
7.6 Each Placee agrees that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
7.8 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax.
7.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
8. Representations and warranties
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
(a) it has read and understood the Announcement (including the
Appendix) in its entirety and its subscription for the Placing
Shares is subject to and based on the terms and conditions of the
Placing as referred to and included in the Announcement and
undertakes not to redistribute or duplicate this Announcement;
(b) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
(c) the Ordinary Shares are listed on AIM and are admitted to
trading on the London Stock Exchange, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and/or the FCA (collectively "Exchange Information"),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly
traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of Numis, the Company, any of their respective affiliates
or any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement; and (iii) it has not requested
Numis, the Company or any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(e) the content of this Announcement is exclusively the
responsibility of the Company and that none of Numis, its
affiliates or any person acting on its or their behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or elsewhere;
(f) the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given or any representations,
warranties or statements, express or implied, made by Numis or the
Company or any of their affiliates or any person acting on behalf
of any of them and none of Numis, the Company, any of their
affiliates or any person acting on behalf of any of them will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Announcement and any
Exchange Information;
(g) it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
(h) it has the funds available to pay for the Placing Shares it
has agreed to subscribe for and acknowledges, agrees and undertakes
that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such price as Numis determines;
(i) it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
(j) it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
Canada, Japan or South Africa, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan or South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
(k) (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
Securities Act or in a transaction exempt from, or not subject to,
the registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States, and (iii) it is outside of the United States,
not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the
undertaking to acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
(l) it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA,
being a person falling within Article 2.1(e) of Directive
2003/71/EC as amended. For such purposes, it undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
(m) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised
person;
(n) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(o) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
(p) it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(q) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
(r) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(s) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
(t) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of Numis, the
Company, any of their respective affiliates or any person acting on
behalf of them will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Numis on an after--tax basis in respect
of the same, on the basis that the Placing Shares will be allotted
to the CREST stock account of Numis who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(u) none of Numis, any of its affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
(v) none of Numis, any of its affiliates or any person acting on
behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of Numis and that Numis has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
(w) in order to ensure compliance with the Money Laundering
Regulations 2007, Numis (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Numis or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Numis' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form, may be retained at Numis' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Numis
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
(x) Numis may, and its affiliates acting as an investor for its
or their own account(s) may subscribe for and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Numis and/or any of their respective affiliates acting
as an investor for its or their own account(s). Neither Numis nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
(y) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
(z) the Company and Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable;
(aa) it irrevocably appoints any duly authorised officer of
Numis as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
(bb) it will indemnify on an after tax basis and hold the
Company, Numis and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(cc) (i) it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in
connection with the Placing; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved and has satisfied itself concerning the
relevant tax, legal, currency and other economic consideration
relevant to its subscription for Placing Shares; and
(dd) its commitment to subscribe for Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing.
8.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable.
8.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Numis will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Numis in the
event that any of the Company and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
accordingly.
8.4 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to subscribe for any Placing Shares.
8.5 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Numis does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
8.6 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
8.7 When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business; and the Placee will rank only as a general
creditor of Numis (as applicable).
8.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
8.9 Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
8.10 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFKDDNBBKBNDN
(END) Dow Jones Newswires
February 01, 2018 02:00 ET (07:00 GMT)
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