TIDMNANO
RNS Number : 7254S
Nanoco Group PLC
04 October 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
This announcement contains inside information as defined in EU
Regulation No. 596/2014 and is in accordance with the Company's
obligations under Article 17 of that Regulation.
Nanoco Group PLC
Proposed fundraising of GBP8.6 million
Highlights:
-- GBP8.6 million fundraise at 18 pence per share
-- The Issue Price of 18 pence represents a discount of
approximately 35.7 per cent. to the closing mid-market price of 28
pence per share on 3 October 2017, the latest practicable date
prior to the date of this announcement
-- Agreed subscription by LOAM funds for the full GBP8.6 million
-- LOAM funds subscription subject to 50 per cent. scale back
-- Scaled-back shares to be offered to institutional investors
by way of an accelerated bookbuild (conducted by Peel Hunt), which
will open with immediate effect, and to Directors and senior
management by way of direct subscription with the Company
-- Directors and senior management have committed to subscribe
for up to 1,281,505 shares (subject to scale-back depending on
demand in the ABB), resulting in a maximum subscription by LOAM
funds of GBP8.3 million
-- Fundraising conditional upon, amongst other things, shareholder approval
-- Proceeds of the Fundraise to be used to allow the Group to
retain its existing manufacturing facility at Runcorn, improve the
efficiency of its operations and deliver the business plan
-- Fundraising to fund the Company beyond July 2019
Michael Edelman, Chief Executive Officer, commented:
"I am delighted we are set to secure the funding which will
fully support the Company as we commercialise our technology and
take advantage of large and growing market opportunities.
The Board appreciates the patience of shareholders and has
worked hard to secure the terms of this important fundraising,
which we believe to be in the best interests of the Company and its
shareholders as a whole.
We are greatly encouraged by the support of our existing
investors, their confidence in Nanoco's strategy and recognition of
the immense potential of our technology."
Enquiries:
Nanoco Group PLC Tel: +44 (0) 161 603 7900
Michael Edelman, Chief Executive Officer
David Blain, Chief Financial Officer
Caroline Watson, Investor Relations Manager
Peel Hunt LLP (Sponsor and sole bookrunner) Tel: +44 (0) 20 7418 8900
Corporate - Adrian Trimmings / George
Sellar
ECM Syndicate - Al Rae / Rory James-Duff
The person responsible for arranging for the release of this
announcement on behalf of the Company is David Blain, Chief
Financial Officer.
Introduction
The Board of Nanoco Group PLC ("Nanoco" or the "Company" or,
together with its subsidiary undertakings, the "Group") announces
that it has conditionally raised GBP8.6 million (before expenses)
by way of a subscription by Lombard Odier Asset Management (USA)
Corp ("LOAM") acting in its capacity as discretionary investment
manager and agent of certain funds (the "LO Funds") who have agreed
to subscribe for up to 47,655,821 new ordinary shares of 10 pence
each in the capital of the Company ("Ordinary Shares") (the
"Fundraising Shares") at a price of 18 pence per Ordinary Share
("Issue Price") subject to scale back of up to 23,827,910 new
Ordinary Shares (the "Placing Shares"), which are being offered to
other institutional investors at the Issue Price through a placing
(the "Placing") by way of an accelerated bookbuilding process (the
"Bookbuild") (which will be launched immediately following this
announcement) and also to Directors and senior management of the
Company at the Issue Price who are participating in the Fundraising
by way of a direct subscription with the Company (the
"Fundraising"). The Issue Price represents a discount of
approximately 35.7 per cent. to the middle market price of 28 pence
per Ordinary Share on 3 October 2017, being the latest practicable
date prior to the publication of this announcement.
Peel Hunt LLP ("Peel Hunt") is acting as sole bookrunner on the
Placing. The timing for the close of the bookbuild process is at
the discretion of Peel Hunt. Any institutional investors wishing to
participate in the Placing should contact Peel Hunt (see details
above).
The Directors and certain senior managers of the Company have
committed to participate in the Fundraising by subscribing for up
to 1,281,505 Ordinary Shares of the 23,827,910 Ordinary Shares
being offered pursuant to the scale back of LOAM's subscription.
However this commitment may be scaled back to accommodate demand in
the Bookbuild (see further details below). As a result of this
commitment, the maximum number of Ordinary Shares that could be
issued to the LO Funds is 46,374,316.
The net proceeds of the Fundraising will allow the Group to
retain its existing manufacturing facility at Runcorn, improve the
efficiency of its operations, deliver the business plan and
eliminate any going concern issues. Following the Fundraising the
Board forecasts the Company will have cash resources extending
beyond 31 July 2019, even in a downside scenario which assumes no
sales or grant income, and average monthly operating costs of
approximately GBP670k from October 2017 to July 2018, that then
reduce from August 2018 by cost reductions, which are within the
Company's control, of approximately GBP150k per month.
The Fundraising is conditional, amongst other things, upon the
Company obtaining shareholder approval for the issue of shares
pursuant to the Fundraising on a non pre-emptive basis and the
Issue Price (as further described below). A circular (the
"Circular"), which requires approval by the FCA, will (conditional
on FCA approval being received) be sent to shareholders in due
course in connection with the Fundraising convening a general
meeting (the "General Meeting"), to be held on or before 30
November 2017 at the latest.
In the event that the Fundraising becomes unconditional, the
Company will have 285,934,927 Ordinary Shares in issue (excluding
12,222 treasury shares) (the "Enlarged Share Capital").
The Board considers the Fundraising to be in the best interests
of the Company and its shareholders as a whole and it intends to
unanimously recommend that shareholders vote in favour of the
resolutions to be proposed at the General Meeting (the
"Resolutions").
The Directors and senior management of the Company who have
committed to subscribe for new Ordinary Shares and who (directly or
indirectly) hold Ordinary Shares have given irrevocable commitments
to the Company in respect of their entire legal and beneficial
holdings of Ordinary Shares to vote in favour of the Resolutions
amounting, in aggregate, to 16,088,941 Ordinary Shares representing
approximately 6.8 per cent. of the Company's issued share capital
(excluding treasury shares).
In addition, LOAM has undertaken to the Company to use its best
endeavours to procure that each of the LO Funds that holds Ordinary
Shares, which as at today's date hold an aggregate of 726,652
Ordinary Shares representing approximately 0.3 per cent of the
Company's issued share capital (excluding treasury shares), votes
in favour of the Resolutions in respect of any Ordinary Shares held
by them as at the date of the General Meeting. In addition, Lombard
Odier Asset Management (Europe) Limited has undertaken to the
Company to use its best endeavours to procure that each of the
funds managed by it, which as at today's date hold an aggregate of
32,636,495 Ordinary Shares representing approximately 13.7 per
cent. of the Company's issued share capital (excluding treasury
shares), votes in favour of the Resolutions in respect of any
Ordinary Shares held by them as at the date of the General Meeting.
The LO Funds are interested in an additional 2,479,231 Ordinary
Shares, representing approximately 1.0 per cent. of the Company's
issued share capital (excluding treasury shares), under financial
instruments which do not confer voting rights.
Whilst the Board believes that alternative sources of funding
may be available to the Group, it is of the view that, if
available, the terms associated with any such alternative funding
would be significantly more onerous than the terms of the
Fundraising. In addition, there can be no guarantee that such
alternative financing will be available to the Group. It is
therefore of the utmost importance that shareholders vote in favour
of the Resolutions. If the Resolutions are not passed by
Shareholders at the General Meeting and the Fundraising does not
proceed, the Company will need to seek alternative sources of
funding but, given the current stage of the Company's development,
this outcome is unlikely to be favourable to shareholders.
Use of proceeds
In order to fulfil sales generated through the commercial
agreements anticipated in the first half of the Company's 2018
financial year (ending 31 July 2018) and beyond, the Company needs
to maintain and potentially expand (as demand dictates) its Runcorn
manufacturing facility.
Furthermore, R&D resource needs to be reinstated as
innovation is critical to success in the display industry. The
Company needs to continue to improve, expand and protect its
substantial patent portfolio in order to stay ahead of the
competition. In particular, the Company has a strong R&D
pipeline including CFQD film (a current product), CFQD colour
filter (3 - 5 years to develop) and CFQLED (5+ years to develop).
Beyond display products, the Company has opportunities in
industries including lighting and life sciences.
As such, the Company intends to use the net proceeds it receives
from the Fundraising to eliminate any going concern issues and
provide sufficient working capital for its needs including:
-- To retain and enhance the Runcorn production facility in order to exploit significant sales opportunities;
-- To improve the negotiating position opposite customers from a strong balance sheet position;
-- To reinstate diminished research and development resources in
order to stay ahead of competition by way of the following;
- Exploiting current film technology by maintaining a competitive edge; and
- Investing in next generation CFQD based display technology focusing on colour filters and electroluminescent displays.
-- To continue to strengthen and protect the Company's
substantial intellectual property portfolio; and
-- To eliminate going concern issues and to provide working
capital to help exploit the future opportunity of the CFQD platform
in other markets including;
-- Life sciences (GMP toxicology testing);
-- Lighting; and
-- 2 Dimensional materials.
Following the Fundraising, the Board forecasts the Company will
have cash resources extending beyond 31 July 2019, even in a
downside scenario which assumes no sales or grant income, and
average monthly operating costs of approximately GBP670k from
October 2017 to July 2018, that then reduce from August 2018 by
cost reductions, which are within the Company's control, of
approximately GBP150k per month.
Current trading
The Directors confirm that, since the announcement made by the
Company on 25 August 2017 regarding its full year performance for
FY17 and its outlook for FY18, the business has continued to trade
in line with the Board's expectations.
Principal terms and conditions of the Fundraising
The "LO Subscription"
LOAM as agent for the LO Funds has agreed to subscribe in full
for the Fundraising Shares at the Issue Price equivalent to a cash
subscription of approximately GBP8.6 million (the "Agreed
Subscription"). LOAM has also agreed that the subscription for the
Fundraising Shares shall be capable of being scaled back at the
determination of the Company by up to an aggregate 23,827,910 new
Ordinary Shares to allow participation in the Fundraising by: (i)
the Directors and other senior management of the Company; and (ii)
other institutional shareholders pursuant to the Placing. The LO
Funds' subscription shall not be capable of being less than
23,827,911 new Ordinary Shares, equivalent to a cash subscription
of GBP4.3 million. In view of the commitment by those Directors and
senior managers of the Company who have agreed to subscribe for
Ordinary Shares as detailed above, the maximum number of Ordinary
Shares that could be subscribed for by the LO Funds is 46,374,316
equating to a maximum cash subscription of approximately GBP8.3
million.
In consideration for entering into this agreement (the "LO
Subscription Agreement") and agreeing to subscribe in full for the
Fundraising Shares, LOAM will receive reimbursement of certain
transaction expenses together with, conditional upon admission of
the Fundraising Shares to listing on the premium listing segment of
the Official List and to trading on the Main Market ("Admission"),
a subscription commission of GBP150k, equivalent to approximately
1.75 per cent of the Agreed Subscription (the "Subscription
Commission"). In the event that Admission does not occur, LOAM will
not receive any commission payment.
In the event that the LO Subscription Agreement becomes
unconditional in accordance with its terms, funds managed by LOAM
(and its affiliates) will be interested in between 20.9 per cent
and 28.8 per cent. of the Enlarged Share Capital, depending on the
number of Fundraising Shares issued to them.
Given the level of their holding of Ordinary Shares immediately
following Admission, the Company has agreed, with effect from
Admission and for such time as funds managed by LOAM (and its
affiliates) continue to be interested in not less than 20 per cent
of the Ordinary Share capital of the Company, for LOAM to have the
right to nominate a non-executive director to the Board.
LOAM may (acting reasonably) terminate the Subscription
Agreement at any time up to and including Admission in certain
circumstances, including (amongst others) a breach of the
warranties given to LOAM, the occurrence of any material adverse
change in the condition, financial or otherwise, or in the
earnings, assets, liabilities, cash flows, business, operations or
prospects of the Company or the Group taken as a whole, the
occurrence of a force majeure event or the Company not having
complied with its obligations under the Subscription Agreement. The
Placing Agreement will terminate on termination of the Subscription
Agreement. If LOAM exercises its right to terminate the
Subscription Agreement then the Fundraising will not proceed.
The Placing
The Bookbuild will open with immediate effect following this
announcement. The Placing will be executed in accordance with the
terms of the conditional agreement dated 4 October 2017 made
between the Company and Peel Hunt (the "Placing Agreement") under
which, subject to the conditions set out therein, Peel Hunt has
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price and as set out in the Placing
Agreement. The Placing is subject to the terms and conditions set
out in the appendix to this Announcement (the "Appendix"). The
Placing is not being underwritten.
The number of Placing Shares will be determined by the Company
in consultation with Peel Hunt at the close of the Bookbuild. The
timing of the closing of the Bookbuild and allocations are at the
discretion of Peel Hunt and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the
closing of the Bookbuild.
The Placing is conditional on, inter alia, each of the
conditions to the Fundraising (as described below) and the Placing
Agreement becoming unconditional in all respects and not having
been terminated in accordance with its terms prior to the relevant
time of Admission.
Under the Placing Agreement, the Company has agreed to pay a
corporate finance fee and placing commission to Peel Hunt, together
with reimbursement of certain costs and expenses. Peel Hunt is
entitled, in certain circumstances, to terminate the Placing
Agreement prior to Admission.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section of this
Announcement, and to the detailed terms and conditions of the
Placing and further information relating to the Bookbuild described
in the Appendix. By choosing to participate in the Placing and by
making an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirely and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
The Director and Senior Management Subscription
Certain of the Directors and other senior management of the
Company have committed to subscribe at the Issue Price for, in
aggregate, 1,281,505 new Ordinary Shares pursuant to a direct
subscription with the Company (the "Director and Senior Management
Subscription"). However this commitment may be scaled back to
accommodate demand in the Bookbuild. The number of Ordinary Shares
to be issued pursuant to the Director and Senior Management
Subscription will be determined at the discretion of the Company in
consultation with Peel Hunt as part of the Bookbuild process and
allocation of Placing Shares in the Placing. Details of the number
of Ordinary Shares to be issued pursuant to the Director and Senior
Management Subscription will be announced as soon as practicable
after the closing of the Bookbuild.
The Fundraising Shares
The Fundraising Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
issued Ordinary Shares. This includes the right to receive all
dividends and other distributions declared or paid in respect of
such Ordinary Shares after the date of issue of the Fundraising
Shares.
The Fundraising Shares will be issued, whether pursuant to the
subscription by the LO Funds, the Placing or the Director and
Senior Management Subscription, at the Issue Price which represents
a discount of approximately 35.7 per cent to the closing mid-market
price of 28 per Ordinary Share on 3 October 2017, being the latest
practicable date prior to the publication of this announcement.
Given the level of the discount at which it is proposed the
Fundraising Shares are issued, shareholders will be asked to
approve the issue of the Fundraising Shares at the Issue Price
pursuant to a resolution to be set out in the Circular.
The Fundraising Shares will represent 16.7 per cent of the
Enlarged Share Capital.
Conditions to the Fundraising
The Fundraising is conditional, amongst other things, upon:
-- the approval by the FCA of the Circular;
-- the passing by the requisite majority of the Company's
shareholders of resolutions to (a) grant authorities to the
Directors to allot further shares for cash on a non-pre-emptive
basis; and (b) approve the Issue Price;
-- the LO Subscription Agreement becoming unconditional in all
respects and not having been terminated in accordance with its
terms; and
-- Admission,
in each case by no later than 30 November 2017.
Admission
Application will be made for the Fundraising Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange plc. It is expected
that Admission will occur immediately following the day on which
the General Meeting is held, provided that Admission shall occur no
later than 30 November 2017. It is currently anticipated that
Admission will occur in November 2017.
Right to nominate a non-executive director
Conditionally upon Admission and for so long as funds managed by
LOAM (and its affiliates) are interested in not less than 20 per
cent of the Ordinary Share capital of the Company, LOAM shall have
the right to nominate a non-executive director to the Board. Any
such nomination shall be subject to approval by the nominations
committee of the Board whilst the appointment of such nominee will,
following appointment to the Board, be subject to approval by
Shareholders at the next following annual general meeting of the
Company if required by the Company's articles and thereafter such
nominee will be subject to retirement by rotation in accordance
with the Company's articles.
Smaller related party transaction
The commitment by one of the Directors, Brendan Cummins, to
subscribe for Ordinary Shares pursuant to the Director and Senior
Management Subscription is a smaller related party transaction
falling within Listing Rule 11.1.10R because his commitment to
subscribe for a maximum of 277,777 Ordinary Shares for maximum
aggregate subscription proceeds of GBP49,999 exceeds the 0.25%
threshold as set out in LR11.1.10R. This announcement is being made
in accordance with Listing Rule 11.1.10R(c).
In the event that Brendan Cummins is issued the maximum number
of Ordinary Shares which he has committed to subscribe for, he will
hold 0.1 per cent. of the Enlarged Share Capital.
Important Information
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (Regulation 596/2014). Upon the
publication of this Announcement via a Regulatory Information
Service this inside information is now considered to be in the
public domain.
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement, including the Appendix, 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, 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.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent: (i) registration under the Securities Act of 1933
(the "Securities Act"); or (ii) an available exemption from
registration under the Securities Act. The Placing Shares have not
been and will not be registered under 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 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.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company or Peel Hunt
or any of their respective 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 such restrictions.
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
Prospective Directive (Directive 2003/71/EC) as amended; (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 "Order") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the Order and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000 ("FSMA"); or (C) otherwise to persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act 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.
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.
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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and
no-one else in connection with the Placing or the matters referred
to in this Announcement, will not regard any other person as its
client in relation to the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Placing or any transaction or arrangement 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 Peel Hunt or by any of its affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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 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 these 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
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. The information
contained in this Announcement is subject to change without notice
and neither the Company nor Peel Hunt assume any responsibility or
obligation to update publicly or review any of the forward-looking
statements contained herein.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMMENTS THERETO), AND
INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER
STATE OF THE EEA (THE PROSPECTUS DIRECTIVE), FROM THE REQUIREMENT
TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH
HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A RELEVANT MEMBER STATE),
UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF
AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT
MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR
AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 150
NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED
IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS
DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE
THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE
3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE
PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE
COMPANY OR PEEL HUNT OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE
PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, (THE ORDER); OR (II) HIGH NET
WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).
NO OTHER PERSON SHOULD ACT 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 APPIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, JERSEY
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES ARE BEING OFFERED: (I) OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT
OF 1933, AS AMED (THE SECURITIES ACT); AND (II) INSIDE THE UNITED
STATES PURSUANT TO SECTION 4(A)(2) UNDER THE SECURITIES ACT ONLY TO
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (QIBs) WHO ARE ALSO "ACCREDITED INVESTORS" AS
DEFINED IN RULE 501 (A) OF REGULATION D UNDER THE SECURITIES ACT
(ACCREDITED INVESTORS).
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR UNDER THE APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
This announcement (the Announcement) is for information purposes
only and does not constitute an offer to sell or issue or the
solicitation of an offer to buy, subscribe for or otherwise acquire
any Placing Shares in any jurisdiction in which any such offer or
solicitation would be unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of FSMA does not apply.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Peel
Hunt or any of their respective affiliates that would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Peel Hunt to
inform themselves about and to observe any such restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
Important Notices section of this Announcement.
By participating in the Bookbuild and the Placing, Placees will
be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in this
Appendix and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things),
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2 in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive,
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Peel Hunt has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such persons;
and
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
4 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5 subject to any available exemptions from applicable securities
laws, it (and any account referred to in paragraph 3 above) is
either (i) outside the United States acquiring the Placing Shares
in an "offshore transaction" as defined in and in accordance with
Regulation S under the Securities Act or (ii) inside the United
States and is a QIB who is also an Accredited Investor and who has
duly executed a US investor letter in a form provided to it and
delivered the same to Peel Hunt or its affiliates.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Bookbuild or
the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service as defined in the Listing Rules by or on behalf of the
Company on or prior to the date of this Announcement (the Publicly
Available Information) and subject to any further terms set forth
in the contract note or trade confirmation sent to individual
Placees. Each Placee, by participating in the Bookbuild and the
Placing, agrees that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of Peel Hunt or the Company other than the Publicly
Available Information and none of Peel Hunt, the Company nor any
person acting on such person's behalf nor any of their affiliates
has or shall have any liability for any Placee's decision to
participate in the Bookbuild and the Placing based on any other
information, representation, warranty or statement. 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.
Details of the Fundraising
Peel Hunt has entered into the Placing Agreement with the
Company under which it has undertaken, on the terms and subject to
the conditions set out in the Placing Agreement, to use reasonable
endeavours to procure Placees for the Placing Shares to raise gross
proceeds of approximately GBP4,289,023.80 million. The Placing is
not underwritten.
The number of Placing Shares to be issued pursuant to the
Placing will be determined by the Company in consultation with Peel
Hunt but in any event will not be more than 23,827,910 Placing
Shares. Each Placee will be required to pay an amount equal to the
Issue Price in respect of each Placing Share issued to it.
LOAM (as agent for the LO Funds) has entered into the LO
Subscription Agreement with the Company pursuant to which LOAM as
agent for the LO Funds have committed, subject to certain
conditions, to subscribe for up to 47,655,821 Ordinary Shares at
the Issue Price subject to scale back of up to 23,827,910 Ordinary
Shares to be made available to (i) investors pursuant to the
Placing and (ii) Directors and certain senior managers of the
Company pursuant to the DSM Subscription. Certain Directors and
senior managers of the Company will enter into DSM Subscription
Letters pursuant to which they will commit to participate in the
fundraising by subscribing for up to 1,281,505 Ordinary Shares in
aggregate. However this commitment may be scaled back to
accommodate demand under the Placing. As a result of this
commitment, the maximum number of Ordinary Shares that will be
issued to the LO Funds is 46,374,316.
The Placing is conditional upon, inter alia, the LO Subscription
Agreement becoming unconditional in accordance with its terms. The
LO Subscription Agreement shall terminate if Admission has not
become effective by 30 November 2017.
LOAM may, acting reasonably in the context of the proposed
subscription by the LO Funds of the Subscription Shares, terminate
the LO Subscription Agreement by giving notice in writing to the
Company to that effect at any time up to and including Admission in
certain circumstances, including (among others), a breach of the
warranties given to LOAM, the occurrence of any material adverse
change in, or any development reasonably likely to involve a
material adverse change in the condition (financial or otherwise),
earnings, assets, liabilities, cash flows, business, operations or
prospects of the Company or the Group taken as a whole, the
occurrence of a force majeure event or the Company not having
complied with its obligations under the LO Subscription
Agreement.
A general meeting of the Company's shareholders will be held in
due course to consider certain resolutions to approve the Issue
Price and to grant authorities to Directors to allot further shares
for cash on a non-pre-emptive basis. Allotment of the Fundraising
Shares will take place as soon as practicable following the General
Meeting (or any adjournment thereof), conditional on Admission.
The Fundraising 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 all dividends and
other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the new Ordinary
Shares.
As part of the Placing, the Company has agreed that it will not,
inter alia, issue or sell any Ordinary Shares for a period of 90
days after Admission without prior consent from Peel Hunt. This
agreement is subject to certain customary exceptions and does not
prevent the Company from granting options under, and allotting and
issuing Ordinary Shares pursuant to options granted under, the
Company's existing employee share schemes in accordance with normal
practice.
Application for admission to listing and trading
Application will be made to the FCA for admission of the
Fundraising Shares to listing on the premium segment of the
Official List and to the London Stock Exchange for admission to
trading of the Fundraising Shares on the London Stock Exchange's
main market for listed securities.
It is expected that Admission will take place in November 2017
and that dealings in the Fundraising Shares on the London Stock
Exchange's main market for listed securities will commence at the
same time.
Principal terms of the Bookbuild and the Placing
1 Peel Hunt is acting as bookrunner and placing agent of the
Company in connection with the Bookbuild and the Placing.
2 The Bookbuild and the Placing shall be conducted by way of
accelerated bookbuild to establish the number of Placing Shares to
be allocated to Placees. The Bookbuild will commence on the release
of this Announcement and is expected to close by no later than at
8.00 a.m. on 5 October 2017 but will be closed at a time to be
determined by Peel Hunt in its absolute discretion. The Company
reserves the right to accept bids that are received after the
Bookbuild has closed.
3 Participation in the Bookbuild and the Placing will only be
available to persons who may lawfully be, and are, invited by Peel
Hunt to participate. Peel Hunt and its affiliates are entitled to
participate in the Bookbuild and Placing as principal.
4 The price payable by all Placees will be a fixed price of 18 pence per Placing Share.
5 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Peel Hunt. Each bid
should state the number of Placing Shares which a prospective
Placee wishes to acquire at the Issue Price. Bids may be scaled
down by Peel Hunt on the basis referred to below.
6 Each Placee's allocation will be determined by the Company in
its sole discretion following consultation with Peel Hunt and
confirmed orally by Peel Hunt (as agent of the Company) to the
relevant Placee and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. A bid in the Bookbuild
constitutes a legally binding commitment by the Placee concerned,
in favour of Peel Hunt and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the Issue
Price on the terms and subject to the conditions set out in this
Appendix and the Company's articles of association and, except with
Peel Hunt's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee has an
immediate, separate, irrevocable and binding obligation owed to
Peel Hunt (as agent for the Company) to pay in cleared funds at the
relevant time in accordance with the requirements set out below
under 'Registration and Settlement', an amount equal to the product
of the Issue Price and the number of Placing Shares such Placee has
agreed to subscribe for.
7 The Company and Peel Hunt reserve the right (i) to scale back
the number of Placing Shares to be subscribed for by any Placee in
the event of oversubscription of the Placing; and (ii) not to
accept offers for Placing Shares or to accept such offers in part
rather than in full. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing, in agreement with Peel
Hunt. The total number of shares to be issued pursuant to the
Placing and the DSM Subscription shall not exceed, in aggregate,
23,827,910 Ordinary Shares. The Company will release the Placing
Results Announcement following the close of the Bookbuild,
detailing the aggregate number of the Placing Shares, the aggregate
number of the DSM Subscription Shares and the aggregate number of
Subscription Shares to be issued.
8 Each Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by Peel
Hunt. The terms of this Appendix will be deemed incorporated
therein.
9 Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
10 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Bookbuild and Placing is/are confirmed, settlement
for all Placing Shares to be acquired pursuant to the Placing will
be required to be made at the same time, on the basis explained
below under 'Registration and Settlement'.
11 All obligations under the Placing will be subject to
fulfilment of or (where applicable) waiver of, amongst other
things, the conditions referred to below under Conditions of the
Placing and to the Placing not being terminated on the basis
referred to below under Termination of the Placing.
12 By participating in the Bookbuild and the Placing, each
Placee agrees 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.
13 To the fullest extent permissible by law, neither Peel Hunt
nor any of its affiliates nor any of its or its affiliates' agents,
members, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Peel Hunt nor any of
its affiliates nor any of its or their agents, members, directors,
officers or employees shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the
Peel Hunt's conduct of the Placing or the Bookbuild.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B01JLR99) following Admission will take place within the CREST
system provided that Peel Hunt reserves that 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 of any relevant
jurisdiction. Settlement through CREST for the Placees will be on a
T+2 basis unless otherwise notified by Peel Hunt. Settlement will
be on a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Peel Hunt may agree that the Placing Shares should be issued in
certificated form.
Each Placee will be sent a contract note or trade confirmation
which will confirm the number of Placing Shares allocated to them
and the aggregate amount owed by them to Peel Hunt. Each Placee is
deemed to agree 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 which they
have in place with Peel Hunt or otherwise as Peel Hunt may
direct.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by Peel Hunt.
If Placees do not comply with their obligations Peel Hunt may
sell any or all of their Placing Shares on their behalf and retain
from the proceeds, for its own account and benefit (as agent for
the Company), an amount equal to the Issue Price of each share sold
plus any interest due. Placees will, however, remain liable and
shall indemnify Peel Hunt on demand for any shortfall below the
Issue Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf. Each Placee confers
on Peel Hunt all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
Peel Hunt lawfully undertakes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or trade confirmation 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. Placees will not be entitled to receive any fee
or commission in connection with the Bookbuild or the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Peel Hunt under the Placing Agreement are,
and the Placing is, conditional on, inter alia:
(a) each of the warranties contained in the Placing Agreement
not being untrue, inaccurate or misleading when made, nor becoming
untrue, inaccurate or misleading in any respect as at the date of
the General Meeting and the date of Admission (by reference to the
facts and circumstances existing at such time);
(b) in the opinion of Peel Hunt (acting in good faith), there
not having occurred a material adverse change in, or any
development reasonably likely to give rise to or involve a
prospective material adverse change in the condition (financial,
operational, legal or otherwise), earnings, management, business
affairs, business prospects or solvency of the Group taken as a
whole, whether or not foreseeable and whether or not arising in the
ordinary course of business;
(c) the Company having complied with its obligations under the
Placing Agreement and the LO Subscription Agreement (to the extent
such obligations fall to be performed prior to Admission);
(d) the LO Subscription Agreement becoming unconditional and not
having been terminated in accordance with its terms;
(e) the Company allotting the Placing Shares, prior to and
conditional only on Admission, in accordance with the Placing
Agreement;
(f) the passing of the Resolutions without material amendment at
the General Meeting (or any adjournment thereof); and
(g) Admission taking place not later than 8.00 a.m. (London time) on 17 November 2017,
(all conditions to the obligations of Peel Hunt included in the
Placing Agreement being together, the conditions). Peel Hunt and
the Company may agree to extend the time and/or date by which any
condition is required to be fulfilled to no later than on 3.00 p.m.
on 30 November 2017. Any such extension will not affect Placees'
commitments as set out in this Appendix.
If any of the conditions is not fulfilled or, where permitted,
waived to the extent permitted by law or regulations in accordance
with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Peel Hunt may agree), or
the Placing Agreement is terminated in accordance with its terms
(as to which, see the Termination of the Placing section below),
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Peel Hunt may, at its absolute discretion and upon such terms as
it thinks appropriate, waive fulfilment of all or any of the
conditions in whole or in part (to the extent permitted by law or
regulation). Any such waiver will not affect Placees' commitments
as set out in this Appendix.
Neither the Company, Peel Hunt, their respective affiliates or
their or their respective affiliates' agents, members, directors,
officers or employees 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 any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Bookbuild and the
Placing each Placee agrees that any such decision is within the
absolute discretion of Peel Hunt and the Company. Placees will have
no rights against Peel Hunt, the Company or any of their respective
members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Termination of the Placing
Peel Hunt may in its absolute discretion terminate the Placing
Agreement at any time up to and including Admission in certain
circumstances, including (among others) a breach of the warranties
given to Peel Hunt, the occurrence, in the opinion of Peel Hunt
(acting in good faith), of any material adverse change in, or any
development reasonably likely to give rise to or involve a
prospective material adverse change in the condition (financial,
operational, legal or otherwise), earnings, management, business
affairs, business prospects or solvency of the Group taken as a
whole, whether or not foreseeable and whether or not arising in the
ordinary course of business, the occurrence of a force majeure
event or any party not having complied with its obligations under
the LO Subscription Agreement (to the extent such obligations fall
to be performed prior to Admission). Notice of termination may be
communicated by Peel Hunt as soon as practicable to any director of
the Company orally or by email and announced to a Regulatory
Information Service.
The Placing Agreement will terminate in the event that LOAM
exercises its discretion to terminate the LO Subscription
Agreement.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
Each Placee agrees with the Company and Peel Hunt that the
exercise by (i) the Company of any right of termination or any
other right or other discretion under the LO Subscription Agreement
or the DSM Subscription Letters; or (ii) the Company or Peel Hunt
of any right of termination or any other right or other discretion
under the Placing Agreement, shall be within the absolute
discretion of the Company or Peel Hunt (as the case may be) and
that neither the Company nor Peel Hunt need make any reference to
such Placee and that none of the Company, Peel Hunt, their
respective affiliates or their or their respective affiliates'
agents, members, directors, officers or employees, respectively,
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the Conditions of the Placing above and
will not be capable of rescission or termination by it after oral
confirmation of its allocation by Peel Hunt.
Representations, warranties and further terms
By submitting a bid in the Bookbuild, each Placee (and any
person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) to the Company and Peel Hunt that:
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document has been or will be prepared in connection
with the Placing;
3 the Company's Ordinary Shares are listed on the premium
listing segment of the Official List, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
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 without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4 neither Peel Hunt nor the Company nor any of their respective
affiliates, or their or their respective affiliates' agents,
members, directors, officers or employees, respectively, nor any
person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this
Announcement or the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares; nor has it requested
Peel Hunt, the Company, any of their respective affiliates, agents,
members, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither Peel Hunt nor any person acting on its behalf nor any
of its affiliates, or its or its affiliates, agents, members,
directors, officers or employees, has or shall have any liability
for this Announcement or the Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Peel Hunt nor any
persons acting on its behalf are responsible for or have or shall
have any liability for any information or representation, warranty
or statement relating to the Company contained in this Announcement
or the Publicly Available Information, nor will they be liable for
any Placee's decision to participate in the Bookbuild or Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
7 it: (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and the
risks of an investment in the Placing Shares; (ii) will not look to
Peel Hunt for all or part of any such loss it may suffer; (iii) is
able to bear the economic risk of an investment in the Placing
Shares; (iv) is able to sustain a complete loss of the investment
in the Placing Shares; and (v) has no need for liquidity with
respect to its investment in the Placing Shares;
8 (i) the only information on which it is entitled to rely and
on which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement or the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement and the
Publicly Available Information, (ii) Peel Hunt and the Company (or
any of their respective affiliates) have not made any
representation to it, express or implied, with respect to the
Company, the Bookbuild, the Placing or the Placing Shares or the
fairness, accuracy, completeness or adequacy of this Announcement
or the Publicly Available Information, (iii) it has conducted its
own investigation of the Company, the Placing and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Bookbuild and the Placing and (iv) it has not
relied on any investigation that Peel Hunt or any person acting on
its behalf may have conducted with respect to the Company, the
Bookbuild, the Placing or the Placing Shares;
9 it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, South Africa, New
Zealand, Japan or Jersey;
10 it and any account for which it is acting is either: (i)
outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S or (ii) inside the United States and is a QIB and an
Accredited Investor who has duly executed a US investor letter in a
form provided to it and delivered the same to Peel Hunt or its
affiliates;
11 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the Securities Act, or
under the applicable securities laws of any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of Australia, Canada, South Africa, New Zealand,
Japan or Jersey and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, South Africa, New Zealand, Japan or Jersey or in any
country or jurisdiction where any action for that purpose is
required;
12 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
13 acknowledges that it has received this Announcement solely
for its use, has not redistributed or duplicated it (including
electronic copies thereof) in whole or in part and undertakes not
to do so;
14 it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and 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;
15 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom 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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
16 if within the EEA, it is a Qualified Investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(c)
of the Prospectus Directive;
17 it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
18 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than qualified investors, or in circumstances in which the express
prior written consent of Peel Hunt has been given to the offer or
resale.
19 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA 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 purpose of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA;
20 no action has been or will be taken by any of the Company,
Peel Hunt or any person acting on behalf of the Company or Peel
Hunt that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
21 none of Peel Hunt, its affiliates and any person acting on
its behalf is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Bookbuild
and the Placing is on the basis that it is not and will not be a
client of Peel Hunt and that Peel Hunt has no duties or
responsibilities to it for providing the protections afforded to
Peel Hunt's clients or customers or for providing advice in
relation to the Bookbuild or the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
22 neither Peel Hunt nor the Company nor any of their respective
affiliates nor their respective affiliates' agents, members,
directors, officers or employees nor any person acting on behalf of
such persons is making any recommendation to it, advising it
regarding the suitability of any transaction it may enter into in
connection with the Placing nor providing advice in relation to the
Placing nor in respect of any representation, warranty,
acknowledgement, agreement, undertaking or indemnity contained in
the Placing Agreement nor the exercise or performance of any of
Peel Hunt's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
23 acknowledges and accepts that Peel Hunt may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account and, except as required by
applicable law or regulation, Peel Hunt will not make any public
disclosure in relation to such transactions;
24 it will make payment to Peel Hunt (as Peel Hunt may direct)
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement on the due times and dates set
out in this Announcement, failing which the relevant Placing Shares
may be placed with others or sold on such terms as the Company and
Peel Hunt may determine in their absolute discretion without
liability to the Placee and it will remain liable and will
indemnify Peel Hunt for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
25 the person who it specifies for registration as holder of the
Placing Shares will be: (i) the Placee; or (ii) a nominee of the
Placee, as the case may be. Peel Hunt and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. It agrees
to acquire Placing Shares pursuant to the Placing on the basis that
the Placing Shares will be allotted to a CREST stock account of
Peel Hunt who will hold them as nominee directly or indirectly on
behalf of the Placee until settlement in accordance with its
standing settlement instructions;
26 it will, or procure that it's nominee will, make any
necessary notifications to the Company of its interests in the
Placing Shares in accordance with Chapter 5 of the Disclosure
Guidance and Transparency Rules sourcebook;
27 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it 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;
28 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
29 it has complied and it will comply with all applicable laws
and regulation with respect to anything done by it or on its behalf
in relation to the Placing Shares (including all relevant
provisions of FSMA and the Financial Services Act 2012 in respect
of anything done in, from or otherwise involving the United Kingdom
and all relevant provisions of the Market Abuse Regulation);
30 (i) it has complied with its obligations under the Criminal
Justice Act 1993 and the Market Abuse Regulation; (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007; and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the Regulations); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such subscription and payment, and it
will provide promptly to Peel Hunt such evidence, if any, as to the
identity or location or legal status of any person which Peel Hunt
may request from it in connection with the Bookbuild and the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Peel Hunt on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be
subscribed by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Company and Peel Hunt may
decide in their sole discretion;
31 its commitment to acquire Placing Shares on the terms set out
in this Announcement will continue notwithstanding any amendment
that may in future be made to the terms and conditions 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 or Peel Hunt's conduct of the Placing;
32 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that 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. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33 it shall vote (either in person or by proxy) any existing
Ordinary Shares held by it in favour of the Resolutions;
34 the Company, Peel Hunt and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Peel Hunt on
its own behalf and on behalf of the Company and are
irrevocable;
35 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
36 time is of the essence as regards its obligations under this Appendix;
37 any document that is to be sent to it in connection with the
Bookbuild or Placing will be sent at its risk and may be sent to it
at any address provided by it to Peel Hunt;
38 the Placing Shares will be issued in the Placing subject to
the terms and conditions set out in this Appendix; and
39 this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to acquire shares pursuant to the Bookbuild and the
Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or Peel Hunt 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.
By participating in the Bookbuild and the Placing, each Placee
(and any person acting on such Placee's behalf) agrees to indemnify
and hold the Company, Peel Hunt and each of their respective
affiliates and each of their and their respective affiliates'
agents, members, directors, officers and employees, respectively,
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. Such agreement
assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there were
any such arrangements, or the settlement related to other dealings
in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Peel Hunt would be
responsible. If this is the case, it would be sensible for Placees
to take their own advice and they should notify Peel Hunt
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect 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 non-UK stamp, registration, documentary,
transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable),
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Peel Hunt in the event that either the
Company and/or Peel Hunt have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Peel Hunt for
itself and on behalf of the Company and are irrevocable.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company in connection
with the Bookbuild, the Placing and Admission only and no one else
and will not regard any other person (whether or not a recipient of
this document) as a client in relation to the Bookbuild or the
Placing and will not be responsible to anyone (including Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Bookbuild,
the Placing or other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither the Company nor Peel Hunt owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements or
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Peel Hunt may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Peel Hunt, any money held in an account with Peel Hunt
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 relevant rules and regulations of the FCA which therefore will
not require Peel Hunt to segregate such money, as that money will
be held by it under a banking relationship and not as trustee.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. Peel Hunt will notify Placees and any persons acting on
behalf of the Placees of any changes.
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.
Definitions
In this Announcement (including the Appendix), save where the
context requires otherwise:
ABB the accelerated bookbuild to be conducted by
Peel Hunt in respect of the Placing
Accredited Investor an "accredited investor" as defined in Regulation
D
Admission admission of the Fundraising Shares to listing
on the premium segment of the Official List and
admission to trading of the Fundraising Shares
on the London Stock Exchange's main market for
listed securities
Agreed Subscription the maximum subscription by the LO Funds for
Subscription Shares at the Issue Price in accordance
with the terms of the LO Subscription Agreement
Appendix the appendix to this Announcement
Announcement this announcement (including the appendix)
Board the board of directors of the Company
Bookbuild the bookbuilding process to be conducted by Peel
Hunt in respect of the Placing
Circular the circular to be sent to shareholders in connection
with the Fundraising, convening the General Meeting
Company or Nanoco Nanoco Group plc
CREST the relevant system (as defined in the CREST
Regulations) of which Euroclear UK & Ireland
is the Operator (as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001,
as amended
Directors the directors of the Company
Director and the direct subscriptions with the Company by
Senior Management certain Directors and members of the senior management
Subscription of the Company for the DSM Subscription Shares
or DSM Subscription
DSM Subscription up to 1,281,505 new Ordinary Shares which the
Shares Directors and certain members of the senior management
of the Company will subscribe for directly with
the Company at the Issue Price
DSM Subscription the conditional letters of subscription to be
Letters received by the Company from each subscriber
under and in connection with the DSM Subscription
EEA European Economic Area
Enlarged Share the total share capital of the Company (excluding
Capital shares held in treasury) immediately following
Admission
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000,
as amended
Fundraising or the LO Subscription, the Placing and the DSM
Fundraise Subscription
Fundraising Shares 47,655,821 new Ordinary Shares to be issued pursuant
to the Fundraising
FY17 the financial year of the Company ending 31 July
2017
FY18 the financial year of the Company ending 31 July
2018
General Meeting a general meeting of the Company's shareholders
Group the Company and its subsidiaries and Group Company
means any member of the Group
Independent Shareholders shareholders in the Company other than the funds
managed by LOAM and its associates
Issue Price 18 pence per Fundraising Share
LIBOR London Interbank Offered Rate
Listing Rules the listing rules made by the UKLA in accordance
with section 73A (2) of Part VI of FSMA (as these
rules may be amended from time to time)
LO Funds certain LOAM funds managed by LOAM as discretionary
investment manager and agent
LO Subscription the subscription by the LO Funds for Subscription
Shares at the Issue Price in accordance with
the terms of the LO Subscription Agreement
LO Subscription the subscription agreement between LOAM (as agent
Agreement for the LO Funds) and the Company dated 4 October
2017 whereby the LOAM (as agent for the LO Funds)
agreed to subscribe for Subscription Shares at
the Issue Price
LOAM Lombard Odier Asset Management (USA) Corp
London Stock London Stock Exchange plc
Exchange
Market Abuse the EU Market Abuse Regulation (EU596/2014) and
Regulation all delegated or implementing regulations relating
to that Regulation
Ordinary Shares ordinary shares of 10 pence each in the capital
of the Company
Peel Hunt Peel Hunt LLP (registered in England and Wales
No. OC357088) whose registered office is at Moor
House, 120 London Wall, London, United Kingdom,
EC2Y 5ET
Placees subscribers for the Placing Shares
Placing the placing of the Placing Shares with Placees
at the Issue Price pursuant to the terms of the
Placing Agreement
Placing Agreement the placing agreement between the Company and
Peel Hunt dated 4 October 2017 pursuant to which
Peel Hunt has agreed to use reasonable endeavours
to procure Placees to acquire the Placing Shares
at the Issue Price on the terms and subject to
the conditions as set out in the placing agreement
Placing Results the announcement to be released by the Company
Announcement following the close of the Bookbuild, detailing
the aggregate number of Placing Shares to be
issued
Placing Shares up to 23,827,910 new Ordinary Shares to be issued
and allotted in the Placing pursuant to the terms
of the Placing Agreement
QIB a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act
Regulation D Regulation D under the Securities Act
Regulation S Regulation S under the Securities Act
Regulatory Information a regulatory information service that is approved
Service by the FCA and is on the list of Regulatory Information
Services maintained by the FCA
Resolutions resolutions of the Company authorising the Directors
to allot the Fundraising Shares and corresponding
disapplication of Shareholders' pre-emption rights
and approving the issue of the Fundraising Shares
for the purposes of, and in accordance with,
LR 9.5.10R(3)
Securities Act the US Securities Act of 1933, as amended
Sponsor the role of sponsor in accordance with Chapter
8 of the Listing Rules
Subscription the subscription commission payable to LOAM as
Commission described in the Announcement
Subscription the new Ordinary Shares subscribed for by the
Shares LO Funds in accordance with the terms of the
LO Subscription Agreement
UKLA the FCA exercising its functions under Part VI
of FSMA
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKQDBQBDDBKK
(END) Dow Jones Newswires
October 04, 2017 11:40 ET (15:40 GMT)
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