TIDMREDX
RNS Number : 3907W
Redx Pharma plc
08 February 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
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 REDX PHARMA
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT"), OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT
CURRENTLY INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT.
ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Redx Pharma plc
("Redx" or the "Company")
Proposed Placing and Subscription to raise GBP12 million
and
Open Offer for Subscription to raise up to GBP2.9 million
Redx Pharma plc (AIM: REDX) the drug discovery and development
company, is pleased to announce that it is proposing to raise GBP12
million, before expenses, by way of a Placing of up to 20.5 million
Placing Shares and a Subscription of 11,500,000 Subscription Shares
by Lanstead Capital L.P., an institutional investor, together with
a related sharing agreement, both at a price of 37.5 pence per
share. The net proceeds of the Placing and Subscription (expected
to be approximately GBP0.85 million) will allow the Group, inter
alia, to continue to progress its pipeline.
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. Cantor Fitzgerald and WG
Partners are acting as joint bookrunners in connection with the
Placing. A Placing Agreement has been entered into today between
the Company, Cantor Fitzgerald and WG Partners in connection with
the Placing.
The Issue Price represents a discount of approximately 9.6 per
cent. to the price of 41.5 pence per Existing Ordinary Share, being
the Closing Price on the business day prior to the announcement of
the Transaction.
The final number of Placing Shares will be agreed by Cantor
Fitzgerald, WG Partners and Redx at the close of the bookbuild, and
the result of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the bookbuild and
allocation of the Placing Shares shall be at the discretion of
Cantor Fitzgerald, in consultation with the Company. The Placing is
not underwritten.
Pursuant to a Subscription Agreement with the Company, Lanstead
has conditionally agreed to subscribe for 11,500,000 Subscription
Shares at 37.5 pence representing gross proceeds of GBP4,312,500.
GBP646,875 of the Subscription proceeds (being 15 per cent. of the
gross proceeds of the Subscription) will be retained by the Company
and GBP3,665,625 (being 85 per cent. of the gross proceeds of the
Subscription) will be pledged to Lanstead under a Sharing Agreement
pursuant to which Lanstead will make monthly settlements (subject
to adjustment upwards or downwards, as measured against a Benchmark
Price of 50 pence per Ordinary Share) to the Company over 18
months, as more particularly detailed in the Circular. As a result
of entering into the Sharing Agreement the aggregate amount
received by the Company under the Subscription and the related
Sharing Agreement may be more or less than GBP4,312,500, as further
explained in the Circular.
In addition, the Company has also agreed to issue to Lanstead
575,000 Value Payment Shares pursuant to the Sharing Agreement at
Second Admission.
In addition, in order to provide Shareholders who do not take
part in the Placing and Subscription with an opportunity to
participate in the proposed issue of New Shares, the Company is
providing all Qualifying Shareholders with the opportunity to
subscribe for Open Offer Shares, to raise up to a further GBP2.93
million (before expenses), on the basis of 1 Open Offer Share for
every 12 Existing Ordinary Shares held on the Record Date, at 37.5
pence per share. Shareholders subscribing for their full
entitlement under the Open Offer may also request additional Open
Offer Shares through the Excess Application Facility.
The Firm Placing Shares to be issued pursuant to the Placing
will be issued on a non-pre-emptive basis, utilising the existing
Shareholder authorities put in place at the Company's general
meeting on 13 April 2016. Application will be made to the London
Stock Exchange for the Firm Placing Shares to be admitted to
trading on AIM ("First Admission"). It is expected that First
Admission will become effective and that dealings in the Firm
Placing Shares, will commence at 8.00 a.m. on 15 February 2017.
The issue of the Conditional Placing Shares, the Subscription
Shares, the Value Payment Shares and the Open Offer Shares are
conditional, inter alia, on the passing by Shareholders of certain
resolutions at a General Meeting of the Company, which is being
convened for 10.00 a.m. on 27 February 2017. Application will also
be made to the London Stock Exchange for the Conditional Placing
Shares, the Subscription Shares, the Value Payment Shares and the
Open Offer Shares to be admitted to trading on AIM ("Second
Admission"). It is expected that Second Admission will become
effective and that dealings in the Conditional Placing Shares, the
Subscription Shares, the Value Payment Shares and the Open Offer
Shares will commence at 8.00 a.m. on 28 February 2017 (being the
business day following the General Meeting).
If, following the issue of the Firm Placing Shares, the
conditions relating to the issue of the Conditional Placing Shares
are not satisfied, or the Placing Agreement is terminated in
accordance with its terms, the Conditional Placing Shares will not
be issued and the Company will not receive the related placing
monies. In this situation, the Company will not have sufficient
working capital for the next 12 months and would have to seek
additional funding.
Background to and reasons for the Transaction
Redx is a drug discovery and development company, formed in
2010, which was successfully admitted to trading on the AIM Market
of the London Stock Exchange in March 2015, simultaneously raising
GBP15 million (before expenses). The Company is run by a
commercially and scientifically experienced management team with a
track record of success.
Since the IPO in 2015, Redx has made significant progress with
its existing research programs. The Company is focused on creating
proprietary, best-in-class or first-in-class small-molecule drugs
in areas of significant unmet medical need, primarily in cancer and
immunology. This pipeline strategy has been validated by the
progression of its first two high-value clinical candidates: the
Bruton's tyrosine kinase reversible inhibitor RXC005 and the
Porcupine inhibitor RXC004, in lucrative therapeutic areas with
substantial commercial potential and medical need. In addition,
multiple partnerships have been formed, such as those with
AstraZeneca, a global pharmaceutical company, and the NHS.
The Company's strategy is to maximise shareholder value by
advancing select programs into clinical development and delivering
meaningful patient data. This ensures the Company will retain
economic interest in high value products. Redx's philosophy is to
create high-value therapies whilst addressing the limitations of
existing treatments.
On 24 March 2016, the Company raised a further GBP10 million
(before expenses) by way of a placing of new Ordinary Shares with
both new institutional investors and existing Shareholders. Since
then Redx has made further significant progress in its R&D
pipeline, highlights of which include:
-- Pre-clinical proof-of-concept achieved with reversible
Bruton's tyrosine kinase (BTK) inhibitor
-- Development candidate, RXC005, selected for the reversible
BTK program for chronic lymphocytic leukaemia (CLL) and other
B-cell conditions
-- Identification of a potential role for the Porcupine
inhibitor RXC004 in cancer immunotherapy
Redx is now aggressively progressing these lead assets into
clinic in 2017.
Future plans for RXC005
RXC005 is targeted to enter clinical development in late 2017.
It has the potential to be the best-in-class treatment for CLL and
other B-cell conditions. In addition to oncology, RXC005 has
potential applications in autoimmune diseases, such as rheumatoid
arthritis, lupus and Sjögren's syndrome.
Future plans for RXC004
RXC004 offers the potential to be a first-in-class drug for
several difficult-to-treat cancers, including gastric, biliary and
pancreatic. In addition, the potential for a combination with PD-1
inhibitors that will improve their effectiveness represents a
substantial commercial opportunity.
Initially Redx will be assessing safety in patients with solid
tumours. Data from these studies is anticipated during 2017. In
2018, data should become available from expansion arms studying
RXC004 in patients with biliary, gastric and pancreatic cancers.
There will also be the potential, to examine the effect of RXC004
as an immuno-oncology combination therapy.
Summary of Redx's pipeline
Redx's pipeline is at the forefront of next generation therapies
of unmet medical need. In addition to the two lead compounds RXC004
and RXC005 Redx has several earlier stage pre-clinical small
molecules aimed for oncology and immunology indications.
Use of Proceeds
Redx intends to use the proceeds from the Placing plus the
initial GBP0.65 million received pursuant to the Subscription to
progress Porcupine (RXC004) through clinical trials to achieve
patient safety data, undertake pre-clinical studies on BTK (RXC005)
with a view to making it clinic ready as for general working
capital purposes for the Group.
In addition, any further monies received under the Subscription
and Open Offer will be used to further support the Company's
oncology and immunology pipelines as well as general working
capital purposes.
As Redx moves its lead programs into clinical development, the
Company will continue to balance its resources to ensure that
projects are progressed in the most efficient way. As a result, in
line with this maturing of the pipeline, an increasing proportion
of costs will be allocated to external spend to support Redx's
development-stage programs. However, Redx will continue to support
its research activities to ensure that the front end of the
Company's pipeline remains well-stocked. The Board and management
will continue to assess options on an on-going basis to ensure that
Redx extracts maximum value from its pipeline assets.
For further information, please contact:
Redx Pharma Plc
Neil Murray, Chief Executive T: +44 1625
469 900
Karl Hård, Head of Investor T: +44 7491
Relations & 651 406
Corporate Communications
Cantor Fitzgerald Europe (Nomad & T: +44 20
Broker) 7894 7000
Phil Davies/ Michael Reynolds
WG Partners LLP (Joint Broker) T: +44 20
3705 9330
Claes Spång / Chris Lee / David
Wilson
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
About Redx Pharma Plc
Company website: Redxpharma.com
Redx is focused on the discovery and development of proprietary,
small molecule therapeutics to address areas of high, unmet medical
need, principally in cancer, infection and immunology, providing a
pipeline of assets to larger and emerging companies. By improving
the characteristics of existing drug classes to create highly
differentiated, novel, best-in-class drugs, Redx has already
established a portfolio of 14 proprietary drug programs. Seven
proof of concepts have been achieved across five programs, with
relevance for respective therapies to treat MRSA, gonorrhoea, bone
tumours, skin, brain, breast, pancreatic and blood cancers.
ADDITIONAL INFORMATION
Current Trading
Redx announced its interim results for the six months ended 30
March 2016 on 24 May 2016. Financial highlights for the period
included net cash at 31 March 2016 of GBP4.4 million (H1 2015:
GBP13.8 million); comprehensive loss of GBP7.1 million (H1 2015:
GBP3.2 million) and a successful share placing to raise GBP10
million (gross) completed in April 2016, after period end.
Details of the Transaction
The Company is proposing to raise GBP12 million before expenses
by way of a Placing of up to 20.5 million Placing Shares and a
Subscription of 11,500,000 Subscription Shares, at 37.5 pence per
share. Alongside the Placing and Subscription, the Company is
making an Open Offer pursuant to which it may raise a further
amount of up to GBP2.93 million (before expenses). The proposed
issue price of 37.5 pence per Open Offer Share is the same price as
the price at which New Shares are being issued pursuant to the
Placing and Subscription, as the case may be. In addition, in
satisfaction of a fee payable to Lanstead as part of the
Subscription and pursuant to the Sharing Agreement, 575,000 Value
Payment Shares will be issued to Lanstead at Second Admission.
Placing
Cantor Fitzgerald and WG Partners, as agents for Redx, have
agreed to use reasonable endeavours to place the Firm Placing
Shares and the Conditional Placing Shares at the Issue Price,
representing gross proceeds of GBP7.69 million. The Placing, which
will be conducted by way of an accelerated bookbuild process which
will be launched immediately following this announcement and will
comprise of up to 7,499,389 Firm Placing Shares and 24,500,611
Conditional Placing Shares. The Firm Placing Shares will be issued
on a non-pre-emptive basis, utilising the existing Shareholder
authorities put in place at the Company's general meeting held on
13 April 2016. 7,232,723 of the Firm Placing Shares will be issued
to investors seeking to benefit from the tax advantage pursuant to
the EIS legislation. The Company has obtained advance assurance
from HM Revenue & Customs that 7,232,723 of the Firm Placing
Shares will satisfy the requirements for tax relief under EIS.
The Placing of the Firm Placing Shares is conditional, inter
alia, on the following:
i. the Placing Agreement not being terminated prior to First Admission; and
ii. First Admission having become effective on or before 8.00
a.m. on 15 February 2017 (or such later date and/or time as the
Company, Cantor Fitzgerald and WG Partners may agree, being no
later than 14 March 2017).
The Placing of the Conditional Placing Shares is conditional,
inter alia, on the following:
i. First Admission having become effective;
ii. Resolutions 1 and 3 being passed at the General Meeting;
iii. the Placing Agreement not being terminated prior to Second
Admission and otherwise having become unconditional in all
respects;
iv. the Subscription having become unconditional subject only to Admission;
v. Second Admission having become effective on or before 8 a.m.
on 28 February 2017 (or such later date and/or time as the Company,
Cantor Fitzgerald and WG Partners may agree not being later than 14
March 2017).
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Ordinary Shares in issue at that
time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
The Placing Shares are not subject to clawback and are not part of
the Open Offer. The Placing is not underwritten.
If, following the issue of the Firm Placing Shares, the
conditions relating to the issue of the Conditional Placing Shares
are not satisfied, or the Placing Agreement is terminated in
accordance with its terms, the Conditional Placing Shares will not
be issued and the Company will not receive the related placing
monies. In this situation, the Company will not have sufficient
working capital for the next 12 months and would have to seek
additional funding.
Subscription and Sharing Agreement
Pursuant to a Subscription Agreement with the Company, Lanstead
has conditionally agreed to subscribe for 11,500,000 Subscription
Shares at the Issue Price representing gross proceeds of
GBP4,312,500. GBP646,875 of the Subscription proceeds (being 15 per
cent. of the gross proceeds of the Subscription) will be retained
by the Company and GBP3,665,625 (being 85 per cent. of the gross
proceeds of the Subscription) will be pledged to Lanstead under a
Sharing Agreement pursuant to which Lanstead will make monthly
settlements (subject to adjustment upwards or downwards, as
measured against a Benchmark Price of 50 pence per Ordinary Share)
to the Company over 18 months, as more particularly detailed in the
Circular. As a result of entering into the Sharing Agreement the
aggregate amount received by the Company under the Subscription and
the related Sharing Agreement may be more or less than
GBP4,312,500, as further explained in the Circular.
In addition, the Company has also agreed to issue to Lanstead
575,000 Value Payment Shares pursuant to the Sharing Agreement at
Second Admission.
The Subscription and the Sharing Agreement are conditional,
inter alia, on the following:
i. Resolutions 1 and 3 being passed at the General Meeting;
ii. the Subscription Agreement not being terminated prior to
Second Admission and otherwise being unconditional in all
respects;
iii. Second Admission becoming effective on or before 8.00 a.m. on 28 February 2017.
The Subscription Shares and the Value Payment Shares will, when
issued and fully paid, rank pari passu in all respects with the
Ordinary Shares in issue at that time, including the right to
receive all dividends and other distributions declared, made or
paid after the date of Admission. The Subscription Shares and the
Value Payment Shares are not subject to clawback and are not part
of the Placing or the Open Offer. The Subscription is not
underwritten.
Summaries of the terms of the Subscription Agreement and the
related Sharing Agreement are set out in the Circular.
Open Offer
Subject to the fulfilment of the conditions set out below (and
as further detailed in the Circular), Qualifying Shareholders may
subscribe for Open Offer Shares in proportion to their holding of
Existing Ordinary Shares held on the Record Date. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement,
up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer.
The Open Offer is conditional, inter alia, on the following:
i. Resolutions 1 and 3 being passed at the General Meeting;
ii. the Placing Agreement not being terminated prior to Second
Admission and becoming and otherwise having become unconditional in
all respects; and
iii. First Admission having become effective and Second
Admission becoming effective on or before 8.00 a.m. on 28 February
2017 (or such later date and/or time as the Company, Cantor
Fitzgerald and WG Partners may agree, being no later than 14 March
2017).
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 12 Existing Ordinary Shares held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole discretion of the Board,
provided that no Qualifying Shareholder shall be required to
subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST.
Qualifying CREST Shareholder stock accounts will be credited as
soon as possible after 8.00 a.m. on 10 February 2017 with Excess
Entitlements equal to 10 times the total number of Existing
Ordinary Shares held in such Qualifying CREST Shareholder's name as
at the Record Date.
If however Qualifying CREST Shareholders wish to apply for more
than 10 times the total number of Existing Ordinary Shares held in
such Qualifying Shareholder's name as at the Record Date, the
Qualifying CREST Shareholder should contact the Receiving Agent by
telephone on the number stated in the Circular who will arrange for
the additional Excess Entitlements to be credited to the relevant
CREST account of the Qualifying CREST Shareholder.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Second
Admission. The Open Offer is not underwritten.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of
Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Firm Placing Shares to be admitted to trading on AIM ("First
Admission"). It is expected that First Admission will become
effective and that dealings in the Firm Placing Shares, will
commence at 8.00 a.m. on 15 February 2017.
Application will also be made to the London Stock Exchange for
the Conditional Placing Shares, the Subscription Shares, the Value
Payment Shares and the Open Offer Shares to be admitted to trading
on AIM ("Second Admission"). It is expected that Second Admission
will become effective and that dealings in the Conditional Placing
Shares, the Subscription Shares, the Value Payment Shares and the
Open Offer Shares will commence at 8.00 a.m. on 28 February 2017
(being the business day following the General Meeting).
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to Shareholders with registered
addresses in, or who are resident or located in the United States
or another Restricted Jurisdiction since to do so would require
compliance with the relevant securities laws of that jurisdiction.
The Company reserves the right to treat as invalid any application
or purported application for Open Offer Shares which appears to the
Company or its agents or professional advisers to have been
executed, effected or despatched in a manner which may involve a
breach of the laws or regulations of any jurisdiction or if the
Company or its agents or professional advisers believe that the
same may violate applicable legal or regulatory requirements or if
it provides an address for delivery of share certificates for Open
Offer Shares, or in the case of a credit of Open Offer Shares in
CREST, to a CREST member whose registered address would not be in
the UK.
Notwithstanding the foregoing and any other provision of the
Circular or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in its sole and absolute discretion, is satisfied that
the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
Part IV of the Circular together with the accompanying
Application Form, in the case of Qualifying non-CREST Shareholders,
contains the terms and conditions of the Open Offer.
If a Qualifying Shareholder does not wish to apply for Open
Offer Shares he should not complete or return the Application Form
or send a USE message through CREST.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will have
received an Application Form, which accompanies the Circular and
which gives details of your Basic Entitlement (as shown by the
number of the Open Offer Shares allocated to you). If you wish to
apply for Open Offer Shares under the Open Offer you should
complete the accompanying Application Form in accordance with the
procedure for application set out in the Circular and on the
Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post to Equiniti
Limited at Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA so as to arrive as soon as possible and in any
event no later than 11.00 a.m. on 24 February 2017.
Qualifying CREST Shareholders
Application will be made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be credited to stock accounts in
CREST. It is expected that the Open Offer Entitlements will be
credited to stock accounts in CREST on 10 February 2017.
Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. If you are a
Qualifying CREST Shareholder, no Application Form is enclosed but
you will receive credits to your appropriate stock account in CREST
in respect of the Basic Entitlements to which you are entitled. You
should refer to the procedure for application set out in the
Circular. The relevant CREST instruction must have settled by no
later than 11.00 a.m. on 24 February 2017.
General Meeting
A General Meeting will be held at the offices of Covington &
Burling LLP, 265 Strand, London WC2R 1BH on 27 February 2017 at
10.00 a.m. where the following Resolutions will be proposed:
Resolution 1 - An ordinary resolution to authorise the Directors
to allot relevant securities for the purposes of section 551 of the
Act provided that such power be limited to the allotment of the
Conditional Placing Shares, the Subscription Shares, the Value
Payment Sharesand the Open Offer Shares up to an aggregate nominal
amount of GBP403,831.63.
Resolution 2 - An ordinary resolution to authorise the Directors
to:
-- allot shares in the Company and to grant rights to subscribe
for or to convert any security into shares in the Company up to a
maximum nominal amount of GBP420,909.86, which represents one third
of the enlarged issued share capital of the Company immediately
following Second Admission; and
-- allot equity securities in connection with a rights issue in
favour of (i) holders of ordinary shares in proportion to their
respective holdings of ordinary shares; and (ii) to holders of
other equity securities as required by the rights attached to those
securities or as the Directors otherwise consider necessary up to a
maximum nominal amount of GBP420,909.86, which represents one third
of the enlarged issued share capital of the Company immediately
following Second Admission.
Resolution 3 - A special resolution to authorise the Directors
to allot equity securities for cash, pursuant to the authority
conferred on them by Resolution 1, and to dis-apply statutory
pre-emption rights in respect of the allotment of such shares, as
if section 561 of the Act did not apply to such allotment, provided
that such power shall be limited to the allotment of the
Conditional Placing Shares, the Subscription Shares, the Value
Payment Shares and the Open Offer Shares up to an aggregate nominal
amount of GBP403,831.63. This Resolution is conditional upon the
passing of Resolution 1.
Resolution 4 - A special resolution to authorise the Directors
generally to allot and issue equity securities for cash, up to a
maximum nominal amount of GBP252,545.91, which represents 20 per
cent. of the enlarged issued share capital of the Company
immediately following Second Admission. This Resolution is
conditional upon the passing of Resolution 2.
The authorities and the powers described in Resolutions 1 to 4
above will (unless previously revoked or varied by the Company in
general meeting) expire on the date 3 months from the passing of
such Resolutions or at the conclusion of the next annual general
meeting of the Company following the passing of the Resolutions,
whichever occurs first. The authority and the power described in
Resolutions 1 to 4 above are in addition to and in substitution of
any like authority or power previously conferred on the
Directors.
Irrevocable commitments
The Directors, who in aggregate hold 4,483,977 Existing Ordinary
Shares, representing approximately 4.8 per cent. of the existing
issued ordinary share capital of the Company, have irrevocably
undertaken to vote in favour of the Resolutions at the General
Meeting.
Risk Factors and Additional Information
The Circular to be posted to Shareholders later today, also
contains a number of risk factors and additional information on the
Open Offer and the Company.
Expected Timetable of Principal Events
Record Date for entitlements Close of 6 February
under the Open Offer business 2017
Announcement of the proposed 8 February
Placing and Subscription 2017
and Open Offer
Ex-entitlement Date of 7.00 a.m. 9 February
the Open Offer 2017
Announcement of the result 9 February
of the Placing and publication 2017
and posting of the Circular
(including Notice of General
Meeting), Application Forms
and Forms of Proxy
Open Offer Entitlements As soon as 10 February
and Excess Entitlements possible 2017
credited to stock accounts after 8.00
of Qualifying CREST Shareholders a.m.
in CREST
First Admission and commencement 8.00 a.m. 15 February
of dealings in Firm Placing 2017
Shares
Firm Placing Shares in As soon as 15 February
uncertificated form expected possible 2017
to be credited to accounts after 8.00
in CREST a.m.
Recommended latest time 4.30 p.m. 20 February
and date for requesting 2017
withdrawal of Open Offer
Entitlements and Excess
Entitlements from CREST
Latest time and date for 3.00 p.m. 21 February
depositing Open Offer Entitlements 2017
and Excess Entitlements
into CREST
Latest time and date for 3.00 p.m. 22 February
splitting Application Forms 2017
(to satisfy bona fide market
claims only)
Latest time and date for 10.00 a.m. 23 February
receipt of Forms of Proxy 2017
Latest time and date for 11.00 a.m. 24 February
receipt of completed Application 2017
Forms and payment in full
under the Open Offer or
settlement of relevant
CREST instructions (as
appropriate)
Announcement of result 24 February
of Open Offer 2017
General Meeting 10.00 a.m. 27 February
2017
Announcement of the results 27 February
of the General Meeting 2017
Second Admission and commencement 8.00 a.m. 28 February
of dealings in Conditional 2017
Placing Shares, Subscription
Shares, Value Payment Shares
and Open Offer Shares
Conditional Placing Shares, As soon as 28 February
Subscription Shares, Value possible 2017
Payment Shares and Open after 8.00
Offer Shares in uncertificated a.m.
form expected to be credited
to accounts in CREST
Despatch of definitive Within 10 business days
share certificates for of the relevant Admission
the New Shares in certificated
form
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Act the Companies Act 2006 (as
amended)
Admission First Admission and/or Second
Admission as the context dictates
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies
governing the admission to
and operation of AIM published
by the London Stock Exchange
as amended from time to time
Application Form the application form relating
to the Open Offer for use
by Qualifying non-CREST Shareholders
Articles the articles of association
of the Company in force at
the date of this announcement
AstraZeneca AstraZeneca UK Limited, a
subsidiary of AstraZeneca
plc
Basic Entitlement(s) the pro rata entitlement for
Qualifying Shareholders to
subscribe for Open Offer Shares,
pursuant to the Open Offer
Benchmark Price 50 pence per Ordinary Share
Board or the Directors the directors of the Company
Cantor Fitzgerald, Cantor Fitzgerald Europe,
Cantor or Nominated the Company's Nominated Adviser
Adviser & Joint & Joint Broker
Broker
certified or in in relation to a share or
certificated form other security, a share or
other security that is not
in uncertificated form, that
is not in CREST
Circular the circular to be sent to
Shareholders, dated 9 February
2017
Closing Price the closing middle market
quotation of a share as derived
from the AIM Appendix to the
Daily Official List of the
London Stock Exchange
Company Redx a company incorporated
in England and Wales with
company number 7368089 whose
registered office is at Floor
9, Lowry House, 17 Marble
Street, Manchester, Greater
Manchester M2 3AW
Conditional Placing the Placing of up to 24,500,611
New Shares subject to the
passing of Resolutions 1 and
3 at the General Meeting
Conditional Placing the New Shares to be issued
Shares subject to the Conditional
Placing
CREST the relevant system (as defined
in the CREST Regulations 2001)
for the paperless settlement
of trades and the holding
of uncertificated securities,
operated by Euroclear, in
accordance with the same regulations
CREST Manual the rules governing the operation
of CREST, as published by
Euroclear
CREST member a person who has been admitted
by Euroclear as a system-member
(as defined in the CREST Regulations)
CREST Regulations the Uncertified Securities
Regulations 2001 (SI 2001
No. 3875), as amended
EIS the Enterprise Investment
Scheme introduced by Schedule
6 of the Finance Act 2012
EIS Relief the relief available to investors
under EIS
EU the European Union
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST
Excess Entitlement(s) Open Offer Shares in excess
of the Basic Entitlement,
but not in excess of the total
number of Open Offer Shares,
allocated to a Qualifying
Shareholder pursuant to the
Open Offer
Excess Application the arrangement pursuant to
Facility which Qualifying Shareholders
may apply for additional Open
Offer Shares in excess of
the Basic Entitlement in accordance
with the terms and conditions
of the Open Offer
Ex-entitlement Date the date on which the Existing
Ordinary Shares are marked
'ex' for entitlement under
the Open Offer being 9 February
2017
Existing Ordinary the 93,697,957 Ordinary Shares
Shares in issue as at the date of
this announcement being the
entire issued share capital
of the Company prior to the
Transaction
FCA the Financial Conduct Authority
of the UK
Firm Placing Shares the New Shares to be issued
subject to the Firm Placing,
of which 7,499,389 of the
Firm Placing Shares are intended
to benefit from EIS Relief
Firm Placing the Placing of New Shares
at the Placing Price
First Admission admission of the Firm Placing
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules
Form of Proxy the form of proxy which will
accompany the Circular for
use in connection with the
General Meeting
FSMA the Financial Services and
Markets Act 2000 (as amended)
General Meeting the general meeting of the
Company, to be held at 10.00
a.m. on 27 February 2017 at
the offices of Covington &
Burling LLP at 265 Strand,
London, WC2R 1BH
Group together the Company and its
subsidiary undertaking
Issue Price 37.5 pence per New Share
Lanstead Lanstead Capital L.P.
London Stock Exchange London Stock Exchange plc
Measured Price calculated as the average
volume weighted share price
of the Company's Ordinary
Shares over an agreed period
prior to the monthly settlement
date
New Shares up to 40,383,163 new Ordinary
Shares to be issued pursuant
to the Transaction (being
the Placing Shares, the Subscription
Shares, the Value Payment
Shares and the Open Offer
Shares)
NHS The National Health Service
Notice of General the notice convening the General
Meeting Meeting set out at the end
of the Circular
Official List the Official List of the UKLA
Open Offer the conditional invitation
to Qualifying Shareholders
to apply for the Open Offer
Shares at the Issue Price
on the terms and conditions
outlined in the Circular and,
where relevant, in the Application
Form
Open Offer Entitlements entitlements for Qualifying
Shareholders to subscribe
for Open Offer Shares pursuant
to the Basic Entitlement and
Excess Entitlement
Open Offer Shares up to 7,808,163 new Ordinary
Shares to be issued pursuant
to the Open Offer
Ordinary Shares ordinary shares of one penny
each in the capital of the
Company having the rights
and being subject to the restrictions
contained in the Articles
Overseas Shareholders Shareholders with registered
addresses, or who are citizens
or residents of, or incorporated
in Restricted Jurisdictions
Placees any person who has agreed
to subscribe for Placing Shares
Placing the placing by Cantor Fitzgerald
and WG Partners, as agents
of and on behalf of the Company,
of Placing Shares at the Issue
Price on the terms and subject
to the conditions in the Placing
Agreement
Placing Agreement the conditional agreement
dated 9 February 2017 between
the Company, Cantor Fitzgerald
and WG Partners
Placing Shares the Firm Placing Shares and
the Conditional Placing Shares
to be issued pursuant to the
Placing
Qualifying CREST Qualifying Shareholders holding
Shareholders Existing Ordinary Shares which,
on the register of members
of the Company on the Record
Date, are in uncertificated
form in CREST
Qualifying non-CREST Qualifying Shareholders holding
Shareholders Existing Ordinary Shares which,
on the register of members
of the Company on the Record
Date, are in certificated
form
Qualifying Shareholders holders of Existing Ordinary
Shares other than Overseas
Shareholders, whose names
appear on the register of
members of the Company on
the Record Date as holders
of Existing Ordinary Shares
and who are eligible to be
offered Open Offer Shares
under the Open Offer
Receiving Agent Equiniti Limited
Record Date 6 February 2017
Registrar Equiniti Limited
Restricted Jurisdictions the United States, Australia,
Canada, Japan, the Republic
of South Africa and any other
jurisdiction where the extension
or availability of the Open
Offer would breach any applicable
law
Second Admission admission of the Conditional
Placing Shares, the Subscription
Shares, the Value Payment
Shares and the Open Offer
Shares to trading on AIM becoming
effective in accordance with
the AIM Rules
Securities Act the United States Securities
Act of 1933, as amended
Shareholders registered holders of Ordinary
Shares
Sharing Agreement the sharing agreement dated
9 February 2017 between the
Company and Lanstead
Subscription the conditional share subscription
by Lanstead for the Subscription
Shares subject to the conditions
of the Subscription Agreement,
and the issue of Value Payment
Shares pursuant to the Sharing
Agreement
Subscription Agreement the conditional agreement
dated 9 February 2017 between
the Company and Lanstead
Subscription Shares the 11,500,000 new Ordinary
Shares to be issued pursuant
to the Subscription
Transaction together, the Placing, Subscription
and Open Offer
UK the United Kingdom of Great
Britain and Northern Ireland
UKLA the UK Listing Authority,
being the FCA acting as the
competent authority for the
purposes of Part VI of the
FSMA
uncertificated or a share or other security
in uncertificated recorded on the relevant register
form of the share or security concerned
as being held in uncertificated
from in CREST and title to
which, by virtue of the CREST
Regulations, may be transferred
by means of CREST
US or United States the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia
USE unmatched stock event
Value Payment Shares the 575,000 new Ordinary Shares
to be issued to Lanstead in
satisfaction of a fee pursuant
to the Sharing Agreement
WG Partners, WG WG Partners LLP
or Joint Broker
A reference to GBP is to pounds sterling, being the lawful
currency of the UK.
IMPORTANT NOTICE
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act
except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act. No
public offering of the Placing Shares is being made in the United
States. The Placing Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the Securities Act. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing. This
Announcement does not constitute or form part of an offer to sell
or issue or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the Restricted Jurisdictions or any other
jurisdiction in which such offer or solicitation would be unlawful.
This Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Cantor Fitzgerald, WG
Partners or any of their respective directors, officers, partners,
agents, employees or affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended (the
"Prospectus Directive"), (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
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.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange 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.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended 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.
Cantor Fitzgerald, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Cantor Fitzgerald or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
WG Partners, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of WG Partners or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cantor
Fitzgerald or WG Partners or by their affiliates or their
respective agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
The information contained herein is restricted and is not for
publication, release or distribution directly or indirectly in or
into the United States, Canada, Australia, Japan, the Republic of
South Africa, or any other jurisdiction where to do so would be
unlawful.
Each Placee should consult with its own advisers as to legal,
regulatory, tax, business and related aspects of any subscription
for Placing Shares.
These Terms and Conditions (the "Terms and Conditions") do not
constitute an offer or invitation to acquire, underwrite or dispose
of, or any solicitation of any offer or invitation to acquire,
underwrite or dispose of, any Ordinary Shares or other securities
of the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing must
inform themselves about and observe any such restrictions and must
be persons who are able to lawfully receive this Announcement in
their jurisdiction (all such persons being "Relevant Persons"). In
particular, these Terms and Conditions do not constitute an offer
or invitation (or a solicitation of any offer or invitation) to
acquire, underwrite or dispose of or otherwise deal in any Ordinary
Shares or other securities of the Company in the United States,
Canada, Australia, Japan or the Republic of South Africa, subject
to certain limited exemptions.
Members of the public are not eligible to take part in the
Placing and each Placee agrees, undertakes and warrants that it is
not acquiring Placing Shares on behalf of members of the public or
its Retail clients (as that term is defined in the Rules of the
FCA), save where the Placee does so on a fully discretionary basis
and without reference to any such Retail clients. In the UK, the
Placing and these Terms and Conditions are directed only at persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of their businesses and who have professional experience
in matters relating to investments falling within the definition of
'investment professionals' in Article 19 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "FPO") or are high net worth body corporates, unincorporated
associations or partnerships or trustees of high value trusts as
described in Article 49 of the FPO or to whom they may otherwise
lawfully be communicated.
The Placing Shares have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under any other securities legislation of any
state or other jurisdiction of the United States or registered or
qualified under the applicable securities laws of any province of
Canada or Australia, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not, subject to certain limited
exceptions, be offered or sold, directly or indirectly, within the
United States, any province of Canada or Australia, Japan or the
Republic of South Africa or offered or sold to, or for the account
or benefit of persons located or resident in the United States or
any province of Canada or Australia, Japan or the Republic of South
Africa. Additionally, the Placing Shares have not been approved or
disapproved by the United States Securities and Exchange Commission
or any other securities commission or regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the proposed fundraising. The
Placing Shares are being offered and sold outside the United States
in offshore transactions exempt from the requirement to register
the offers and sales under the Securities Act.
These Terms and Conditions apply to any person who offers to
subscribe for Placing Shares in the Placing. Each person (a
"Placee") to whom these Terms and Conditions apply, as described
above, who confirms his agreement, whether by telephone or
otherwise, with Cantor Fitzgerald and WG Partners to subscribe for
Placing Shares in the Placing, hereby agrees with Cantor Fitzgerald
and WG Partners to be legally and irrevocably bound by these Terms
and Conditions which will be the Terms and Conditions on which the
Placing Shares will be acquired in the Placing.
Capitalised terms not otherwise defined in this Appendix are as
defined in the Announcement relating to the Placing of which this
Appendix forms part.
These Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which these Terms and Conditions relate is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. A Placee may not assign, transfer, or in any manner, deal
with its rights and obligations under the agreement arising from
the acceptance of the Placing, without the prior written agreement
of Cantor Fitzgerald and WG Partners, in accordance with all
relevant requirements.
All times and dates in this Appendix are references to times and
dates in London (United Kingdom).
Terms of the Placing
Each Placee's commitment to subscribe for a fixed number of
Placing Shares under the Placing will be agreed orally with Cantor
Fitzgerald and WG Partners and such agreement will constitute a
binding irrevocable commitment by a Placee, subject to the Terms
and Conditions set out in this Appendix, to subscribe and pay for
the relevant number of Placing Shares (the "Placing Participation")
at the Placing Price. Such commitment is not capable of termination
or rescission by the Placee in any circumstances except fraud. All
such obligations are entered into by the Placee with Cantor
Fitzgerald and WG Partners acting in their capacity as agent of the
Company and are therefore directly enforceable by the Company.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a confirmatory email
stating the number of Placing Shares allocated to it at the Placing
Price, the total subscription amount payable to Cantor Fitzgerald
and WG Partners and including settlement instructions (the
"Confirmation Note").
Each Placee will be deemed to have read this Appendix in its
entirety. Cantor Fitzgerald and WG Partners are acting for the
Company and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of these Terms
and Conditions) as a client in relation to the Placing and to the
fullest extent permitted by law and applicable FCA rules, neither
Cantor Fitzgerald, WG Partners nor any of their affiliates will
have any liability, obligation or duty to Placees or to any person
other than the Company in respect of the Placing.
The Placing will comprise of up to 7,499,389 Firm Placing Shares
and up to 24,500,611 Conditional Placing Shares. The Placing Shares
will rank pari passu in all respects and form one class with the
Existing Ordinary Shares of the Company in issue on Admission,
including the right to receive dividends or other distributions, if
any. The Placing Shares will be issued free of any encumbrance,
lien or other security interest.
Applications for Admission
Applications will be made to London Stock Exchange for Admission
of the Placing Shares to trading on AIM.
It is anticipated that First Admission of the Firm Placing
Shares to AIM will become effective at 8.00 a.m. on 15 February
2017 and that dealings in the Firm Placing Shares will commence at
that time and date for normal account settlement.
It is anticipated that Second Admission of the Conditional
Placing Shares to AIM will become effective at 8.00 a.m. on 28
February 2017 and that dealings in the Conditional Placing Shares
will commence at that time and date for normal account
settlement.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald and WG
Partners have agreed on behalf of and as agent of the Company, to
use their reasonable endeavours to procure persons who will
subscribe for the Placing Shares at the Placing Price, subject to
these Terms and Conditions. The Placing is not underwritten.
To facilitate the application for EIS Relief in respect of
7,232,723 of the EIS Placing Shares, the Firm Placing Shares will
be allotted on First Admission pursuant to an existing authority
provided by the shareholders of the Company at a general meeting of
the Company on 13 April 2016. The placing of the Firm Placing
Shares and Placing Participations in respect of such shares is not
conditional on the issue of the Conditional Placing Shares and
Second Admission. Consequently if, following the issue of the Firm
Placing Shares, the conditions relating to the issue of the
Conditional Placing Shares are not satisfied, or the Placing
Agreement is terminated in accordance with its terms, the
Conditional Placing Shares will not be issued and the Company will
not receive the related placing monies. In this situation, the
Company will not have sufficient working capital for the next 12
months and would have to seek additional funding.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects and not having been terminated in
accordance with its terms.
Cantor Fitzgerald's and WG Partners' obligations under the
Placing Agreement in respect of the Firm Placing Shares are
conditional on, inter alia:-
(a) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations are required
prior to First Admission;
(b) a warranty certificate having been duly executed and dated
with the date immediately prior to the date of First Admission and
having been delivered to Cantor Fitzgerald and WG Partners, or
their lawyers on their behalf, on that date;
(c) the Company having received from Lanstead the duly executed
Subscription Agreement; and
(d) First Admission having become effective at or before 8.00 a.m. on 15 February 2017,
or (in the case of any time or date provided above) such later
time or date (being not later than 3.00 p.m. on 14 March 2017) as
the Company, Cantor Fitzgerald and WG Partners may agree in
writing.
Cantor Fitzgerald's and WG Partners' obligations under the
Placing Agreement in respect of the Conditional Placing Shares are
conditional on, inter alia:-
(a) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations are required
prior to Second Admission;
(b) First Admission having become effective;
(c) the Company having complied with its obligations under the
Subscription Agreement to the extent that such obligations are
required to be performed prior to Second Admission and the
Subscription Agreement having been completed in accordance with its
terms;
(d) the due passing at the General Meeting of the Resolutions
without amendment, and such Resolutions remaining in force;
(e) a warranty certificate having been duly executed and dated
with the date immediately prior to the date of Second Admission and
having been delivered to Cantor Fitzgerald and WG Partners, or
their lawyers on their behalf, on that date; and
(e) Second Admission having become effective at or before 8.00 a.m. on 28 February 2017,
or (in the case of any time or date provided above) such later
time or date (being not later than 3.00 p.m. on 14 March 2017) as
the Company, Cantor Fitzgerald and WG Partners may agree in
writing.
The Placing Agreement contains, inter alia, certain warranties
and indemnities from the Company for the benefit of Cantor
Fitzgerald and WG Partners.
Right to terminate under the Placing Agreement
Cantor Fitzgerald and WG Partners may, in their absolute
discretion, terminate the Placing Agreement if before First/Second
Admission (as applicable): (i) any statement contained in the Issue
Documents (as defined in the Placing Agreement) has, in the good
faith opinion of either Cantor Fitzgerald or WG Partners been
discovered to be materially untrue, incorrect or misleading; (ii)
there has, in the good faith opinion of either Cantor Fitzgerald or
WG Partners, been a material breach of any of the warranties given
by the Company to Cantor Fitzgerald and WG Partners in the Placing
Agreement in a respect which Cantor Fitzgerald and WG Partners
considers to be material in the context of the Placing; (iii) in
the good faith opinion of either Cantor Fitzgerald or WG Partners,
an event occurs or a matter arises which if it had occurred or
arisen before such date would have rendered any of the warranties
untrue, incorrect or misleading which is material in the context of
the Transaction; (iv) in the good faith opinion of either Cantor
Fitzgerald or WG Partners, there has been a breach of any provision
of the Subscription Agreement by Lanstead which Cantor Fitzgerald
or WG Partners considers to be material in the context of the
Transaction; (v) any of the conditions in the Placing Agreement
shall have become incapable of fulfilment before the latest time
provided in the Placing Agreement and has not been waived; (vi)
there is a general moratorium on commercial banking activities in
London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or
clearance services in the United Kingdom; (vii) there is a change
or development involving a prospective change in taxation adversely
affecting any member of the Group or its prospects, or the Placing;
(viii) there is any other occurrence of any kind which (by itself
or together with any other such occurrence) in the good faith
opinion of Cantor Fitzgerald or WG Partners is likely to materially
and adversely affect the market's perception of the Company or the
financial position or trading position or prospects of the Group
taken as a whole; or (ix) there is any other crisis of
international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment or any other calamity
or crisis which, in any case, in the good faith opinion of the
Cantor Fitzgerald or WG Partners is materially adverse to the
Placing. The exercise by Cantor Fitzgerald and WG Partners of any
right of termination (or any right of waiver exercisable by Cantor
Fitzgerald and WG Partners) contained in the Placing Agreement or
the exercise of any discretion under the Terms and Conditions set
out herein is within the absolute discretion of Cantor Fitzgerald
and WG Partners and Cantor Fitzgerald and WG Partners will not have
any liability to Placees whatsoever in connection with any decision
to exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement
to which this Appendix is annexed, each Placee agrees that, without
having any liability to such Placee, Cantor Fitzgerald and WG
Partners may, in their absolute discretion, exercise the right, (i)
to extend the time for fulfilment of any of the conditions in the
Placing Agreement (provided that Placees' commitments are not
extended beyond 14 March 2017); (ii) to waive, in whole or in part,
fulfilment of certain of the conditions; or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any
of them).
If (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived); or (ii) the Placing
Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
not proceed and all funds delivered by Placees to Cantor Fitzgerald
and WG Partners or the Company pursuant to the Placing and this
Appendix will be returned to Placees at their risk without
interest, and Placees' rights and obligations under the Placing
shall cease and determine at such time and no claim shall be made
by Placees in respect thereof.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BSNB6S51) following the relevant Admission will take place
within CREST (subject to certain exceptions). If a Placee wishes to
receive its Placing Shares in certificated form, it should contact
Kellyann Leeds at Cantor Fitzgerald (+44 (0)20 7894 7913) as soon
as possible after receipt of its Confirmation Note. Cantor
Fitzgerald and WG Partners reserve the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to
Placees by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will be on 15 February 2017 in
respect of First Admission and on 28 February 2017 in respect of
Second Admission, in accordance with the instructions set out in
the Confirmation Note.
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 3 percentage points above The Royal Bank of
Scotland plc's base rate, with interest compounded on a daily
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cantor Fitzgerald and WG Partners may sell any
or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for Cantor
Fitzgerald's and WG Partners' account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Cantor Fitzgerald and WG Partners all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Cantor Fitzgerald
and WG Partners lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Confirmation Note
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the
Confirmation Note, each Placee makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings
to Cantor Fitzgerald, WG Partners and the Company and their
respective directors, agents and advisers:
1 each Placee confirms, represents and warrants that it has read
and understood this Announcement (including this Appendix) in its
entirety and acknowledges that its Placing Participation will be
governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings of this Appendix;
2 each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix
is legally binding, irrevocable and is not capable of termination
or rescission by such Placee in any circumstances;
3 each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to
receive, any prospectus, offering memorandum, listing particulars
or any other document (other than the Announcement), any
information given or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements
made at any time by the Company, Cantor Fitzgerald and WG Partners
or by any subsidiary, holding company, branch or associate of the
Company or Cantor Fitzgerald and WG Partners, or any of their
respective officers, directors, agents, employees or advisers, or
any other person in connection with the Placing, the Company and
its subsidiaries or the Placing Shares and that in making its
application under the Placing it is relying solely on the
information contained in the Announcement and this Appendix and it
will not be relying on any agreements by the Company and its
subsidiaries or Cantor Fitzgerald and WG Partners or any director,
employee or agent of the Company or Cantor Fitzgerald and WG
Partners other than as expressly set out in this Appendix for which
none of Cantor Fitzgerald and WG Partners or any of their directors
and/or employees and/or person(s) acting on behalf of any of them
shall to the maximum extent permitted under law have any liability
except in the case of fraud;
4 each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks
associated with, and other characteristics of, the Placing Shares
and, among others, of the fact that it may not be able to resell
the Placing Shares except in accordance with certain limited
exemptions under applicable securities legislation and regulatory
instruments;
5 each Placee confirms, represents and warrants, if a company,
that it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents
and warrants that any person who confirms to Cantor Fitzgerald and
WG Partners on behalf of a Placee an agreement to subscribe for
Placing Shares is duly authorised to provide such confirmation to
Cantor Fitzgerald and WG Partners;
6 each Placee agrees that the exercise by Cantor Fitzgerald and
WG Partners of any right of termination or any right of waiver
exercisable by Cantor Fitzgerald and WG Partners contained in the
Placing Agreement or the exercise of any discretion including
(without limitation) the right not to enter into the Placing
Agreement is within the absolute discretion of Cantor Fitzgerald
and WG Partners and Cantor Fitzgerald and WG Partners will not have
any liability to any Placee whatsoever in connection with any
decision to exercise or not exercise any such rights. Each Placee
acknowledges that if (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived); or (ii)
the Placing Agreement is terminated; or (iii) the Placing Agreement
does not otherwise become unconditional in all respects, the
Placing will lapse and such Placee's rights and obligations in
relation to the Placing shall cease and determine at such time and
no claim shall be made by any Placee in respect thereof;
7 each Placee acknowledges and agrees that Cantor Fitzgerald and
WG Partners are not acting for, and that it does not expect Cantor
Fitzgerald and WG Partners to have any duties or responsibilities
towards, such Placee, including, without limitation, for providing
protections afforded to customers or clients of Cantor Fitzgerald
and WG Partners under the FCA's Conduct of Business Source Book or
advising such Placee with regard to its Placing Participation and
that such Placee is not, and will not be, a customer or client of
Cantor Fitzgerald and WG Partners as defined by the FCA's Conduct
of Business Source Book in connection with the Placing. Likewise,
Cantor Fitzgerald and WG Partners will not treat any payment by
such Placee pursuant to its Placing Participation as Client Money
governed by the FCA's Client Assets Sourcebook;
8 each Placee undertakes and agrees that it will be responsible
for any stamp duty or stamp duty reserve tax in relation to the
Placing Shares comprised in its Placing Participation and that
neither Cantor Fitzgerald and WG Partners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax in relation to the Placing Shares comprised in such Placee's
Placing Participation;
9 each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire
the Placing Shares comprised in such Placee's Placing Participation
and that it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by such Placee in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
10 each Placee acknowledges and agrees that the agreement
confirmed by the Confirmation Note is a legally binding contract
between it and the Company and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed
in accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to
submit;
11 each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out
in the Confirmation Note (or as separately agreed with Cantor
Fitzgerald and WG Partners in the case of certificated settlement)
and acknowledges and agrees that time shall be of the essence as
regards such Placee's obligations pursuant to its Placing
Participation;
12 each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United
Kingdom) to satisfy itself that, in doing so, such Placee complies
with the laws of any relevant territory in connection with its
Placing Participation and that it obtains any requisite
governmental or other consents and observes any other applicable
formalities;
13 each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an
offer to subscribe for or buy, Placing Shares in any jurisdiction
in which such an offer or solicitation is unlawful;
14 each Placee acknowledges that the Placing Shares are being
offered in a transaction not involving any public offering in the
United States within the meaning of the Securities Act and that the
Placing Shares are not being and will not be registered under the
Securities Act or under any securities laws of any state or other
jurisdiction of the United States, Australia, Canada, Japan or the
Republic of South Africa. Each Placee further acknowledges that the
Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within (i) the United
States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, (ii) Australia, Canada, Japan or the Republic of
South Africa, subject to limited exemptions, or (iii) any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction;
15 each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with its Placing Participation, complied
with all requisite formalities and that it has not taken any action
or omitted to take any action which will or may result in Cantor
Fitzgerald, WG Partners, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing or such Placee's Placing
Participation;
16 each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the
jurisdiction in which such Placee is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or
any other report with respect to such subscription; (ii) any
disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of Cantor Fitzgerald,
WG Partners or the Company;
17 each Placee confirms, represents and warrants it is acting as
principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue by the Company of any Placing Shares;
18 each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for
registration as, or as a nominee or agent for, a person who is or
may be a person mentioned in sections 67 to 72 inclusive and
sections 93 to 97 inclusive of the Finance Act 1986;
19 each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in
connection with the Criminal Justice Act 1993, the Terrorism Act
2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money
Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part
VIII of the Financial Services and Markets Act 2000 (as amended),
the Financial Services Act 2012 and the Market Abuse Regulation, it
has identified its clients in accordance with the Money Laundering
Regulations 2007 and it has complied fully with its obligations
pursuant to those Regulations;
20 each Placee acknowledges and agrees that all times and dates
in this Announcement and the Terms and Conditions set out in this
Appendix may be subject to amendment and that Cantor Fitzgerald and
WG Partners will notify it of any such amendments;
21 each Placee acknowledges and agrees that no term or other
provision of the agreement confirmed by the Confirmation Note shall
be enforceable under the Contracts (Rights of Third Parties) Act
1999 by any person other than the Company Cantor Fitzgerald and WG
Partners or any affiliate of Cantor Fitzgerald and WG Partners or
any Indemnified Person (as hereinafter defined);
22 each Placee acknowledges that any of its monies held or
received by Cantor Fitzgerald will not be subject to the
protections conferred by the FCA's Client Money Rules;
23 each Placee confirms, represents and warrants that it is not
a person located in the United States, it is acquiring Placing
Shares in an "offshore transaction", as defined in, and in
accordance with, Regulation S and the Placing Shares were not
offered to it by means of "directed selling efforts", as defined in
Regulation S;
24 each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted, and
will not distribute, forward, transfer or otherwise transmit, this
Announcement or any other presentation or offering materials
concerning the Placing Shares into or within the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction where to do so would breach any applicable law
or regulation, nor will it do any of the foregoing;
25 each Placee confirms that it is not acting on a
non-discretionary basis for the account or benefit of a person
resident or located within the United States, Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
where the extension of the availability of the Placing would breach
any applicable law or regulation, at the time the undertaking to
subscribe for Placing Shares was given and it is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares into or within the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction where to
do so would breach any applicable law or regulation;
26 if it is subscribing for the Placing Shares in the United
Kingdom, that each Placee is a person falling within the exemption
contained in Section 86(1)(a) of the Financial Services and Markets
Act 2000 (as amended) or falling within one or more of the
categories of persons set out in Article 19 (Investment
Professionals) or Article 49 (High net worth companies,
unincorporated associations etc.) of the FPO;
27 each Placee confirms, represents and warrants that, in making
the investment decision with respect to the Placing Shares, it
has:-
27.1 not relied on the Company or any of its respective
affiliates or on any document published by any of them;
27.2 the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;
27.3 such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and
suitability of investing in the Placing Shares, and is able to
sustain a complete loss of any investment in the Placing Shares;
and
27.4 investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares, including any federal, state and local tax
consequences, affecting it in connection with its subscription for
and any subsequent disposal of the Placing Shares;
28 each Placee acknowledges and agrees that it is not entitled
to the protections afforded to clients of Cantor Fitzgerald and WG
Partners in connection with the Placing and that neither Cantor
Fitzgerald nor WG Partners nor any of their affiliates nor any of
their respective officers, directors, employees or advisers shall
be liable for any losses (including, without limitation, loss of
profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a
result of fraud or for death or personal injury;
29 each Placee acknowledges that the Company, Cantor Fitzgerald,
WG Partners, CREST, the Registrar, any transfer agent, any
distributors or dealers and their respective affiliates and others
will rely on the truth and accuracy of the foregoing confirmations,
warranties, acknowledgements, representations, undertakings and
agreements, and agrees to notify the Company, Cantor Fitzgerald and
WG Partners promptly in writing if any of its confirmations,
warranties, acknowledgements, representations, undertakings or
agreements set out above cease to be accurate and complete and to
indemnify and hold harmless on an after-tax basis the Company,
Cantor Fitzgerald, WG Partners and any of their respective
officers, directors, agents, employees or advisers (the
"Indemnified Persons") from and against any and all loss, damage,
liability or expense, including reasonable costs and attorneys'
fees and disbursements, which an Indemnified Person may incur by
reason of, or in connection with, any representation or warranty
made by such Placee as set out above not having been true when
made, any misrepresentation made or any failure by such Placee to
fulfil any of its undertakings or agreements set out above or any
other document such Placee provides to the Company, Cantor
Fitzgerald or WG Partners. Such Placee irrevocably authorises each
of the Company, Cantor Fitzgerald and WG Partners to produce a copy
hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
30 each Placee acknowledges that the rights and remedies of
Cantor Fitzgerald, WG Partners and the Company under these Terms
and Conditions are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or
partial exercise of one right or remedy will not prevent the
exercise of the other rights and/or remedies;
31 each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Cantor Fitzgerald and WG Partners
may in their sole discretion determine and without liability to
such Placee and such Placee will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to or referred to in these Terms
and Conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf; and
32 each Placee acknowledges that in Australia, the Placing
Shares are being offered only to investors who are (i) either a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
or (ii) a "wholesale client" for the purposes of section 761G(7) of
the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect, and if such Placee
is a resident of Australia, such Placee confirms that he/she/it is
an investor listed in (i) or (ii) above.
CREST and certificated Placing Shares
Placing Shares, once issued, will be admitted to CREST with
effect from the relevant Admission. Placees will receive Placing
Shares comprised in their Placing Participation in uncertificated
form registered in their CREST member account. Alternatively, those
Placees who wish to receive their Placing Shares in certificated
form should contact Kellyann Leeds at Cantor Fitzgerald (+44 (0)20
7894 7913) and are expected to receive their certificates for their
Placing Shares by no later than 28 February 2017 in respect of
First Admission and 14 March 2017 in respect of Second Admission.
If Placees do not provide any CREST details or if Placees provide
insufficient CREST details to match within the CREST system to
their details, Cantor Fitzgerald and WG Partners may, at their
discretion, deliver Placing Shares comprised in any such Placee's
Placing Participation in certificated form provided payment has
been made in terms satisfactory to Cantor Fitzgerald and WG
Partners and all conditions in relation to the Placing have been
satisfied or waived.
Responsibility
The Terms and Conditions set out in this Appendix and the
Announcement of which it forms part have been issued by the Company
and the Company takes sole responsibility for them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGGZRRDGNZM
(END) Dow Jones Newswires
February 08, 2017 13:30 ET (18:30 GMT)
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