TIDMNSCI
RNS Number : 8342A
NetScientific PLC
01 October 2015
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY ORDINARY SHARES OR
OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR
ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT
WHATSOEVER. ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE ORDINARY
SHARES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS.
1 October 2015
NetScientific plc
(the "Company")
Proposed Placing to raise approximately GBP18.0 million
Additional Fundraising to raise up to approximately GBP2.0
million
Proposed waiver of Rule 9 of The City Code on Takeovers and
Mergers (the "Code")
Notice of General Meeting
NetScientific plc (AIM:NSCI), a transatlantic biomedical
healthcare group with a differentiated investment strategy focused
solely on digital health, diagnostics and therapeutics, announces a
conditional Placing to raise approximately GBP18.0 million before
expenses and an Additional Fundraising to raise up to approximately
GBP2.0 million, primarily to accelerate the development of its two
lead portfolio companies, Vortex Biosciences and Wanda, towards
significant value inflection milestones and exits. Neither the
Placing nor the Additional Fundraising are underwritten.
A Circular setting out further details on the Placing,
Additional Fundraising and the Rule 9 Waiver is expected to be
posted to shareholders no later than 23 October 2015, with
Admission expected to occur no later than 30 November 2015.
The Company has today separately released its half year results
for the six months ended 30 June 2015
Details of the Fundraising
-- Placing - Placing of 15,000,000 New Ordinary Shares at 120p
each to raise approximately GBP18.0m before expenses by means of a
placing by Investec Bank and Liberum
-- Additional Fundraising - Up to 1,666,667 New Ordinary Shares
at 120p to raise up to approximately GBP2.0 million. The Additional
Fundraising will be by way of a private placing or subscription at
the Directors' discretion, and is not open to the public
-- Issue Price - The Issue Price of the New Ordinary Shares at
120 pence per Ordinary Share, represents a discount of 19.5 per
cent. to the closing middle market share price of 149 pence on 30
September 2015
-- Notice of General Meeting - Due to the size of the Placing,
Shareholder approval is required which will be sought at the
General Meeting
-- Rule 9 Waiver - Given the level of investment by Woodford
Investment Management LLP ("Woodford") in the proposed Placing,
assuming the Placing receives all necessary approvals, it will
result in Woodford owning more than 30 per cent. of the total
voting rights of the Company. This investment requires a waiver by
the Takeover Panel under Rule 9 of the Code and must be approved by
Independent Shareholders under Rule 9 of the Code and such approval
will be sought at the General Meeting
-- The Directors unanimously recommend Shareholders to vote in favour of the Resolutions
Francois R. Martelet, M.D., Chief Executive Officer of
NetScientific, said:
"Our core portfolio companies, led by Vortex and Wanda, have
made significant progress over the past 12 months, as described in
today's results. The proposed funding would make a real difference
to the rate at which we can accelerate Vortex and Wanda and we
recommend Shareholders to vote positively at the General
Meeting".
-Ends-
For more information, please contact:
NetScientific plc
François R. Martelet, M.D., CEO Tel: +44 (0)20 3514
1800
Peter Thoms, CFO
Investec Bank plc (NOMAD, broker and joint Tel: +44 (0)20 7597
bookrunner) 4000
Gary Clarence / Daniel Adams
Liberum Capital Limited (joint bookrunner) Tel: +44 (0)20 3100
2000
David Parsons / Christopher Britton
Instinctif Partners Tel: +44 (0)20 7457 2020 or netscientific@instinctif.com
Melanie Toyne-Sewell
Rosanna Forrest
Investec Bank plc, which is authorised in the United Kingdom by
the Prudential Regulatory Authority and regulated by the FCA and
the Prudential Regulatory Authority, is acting exclusively for the
Company and no other person in connection with the Placing.
Investec Bank plc is not acting for the Company or anyone else in
connection with the Additional Fundraising. Investec Bank plc's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any person in respect of his decision to acquire Placing Shares or
Additional Fundraising Shares in reliance on any part of this
document. No representation or warranty, express or implied, is
made by Investec Bank plc about any of the contents of this
document and, without limiting the statutory rights of any person
to whom this document is issued, no liability whatsoever is
accepted by Investec Bank plc for the accuracy of any information
or opinions contained in this document or for the omission of any
material information. Investec Bank plc will not be offering advice
nor will it be responsible for providing client protections to
recipients of this document in respect of the Placing and
Additional Fundraising.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and no other person in connection with the Placing. Liberum
Capital Limited is not acting for the Company or anyone else in
connection with the Additional Fundraising. No representation or
warranty, express or implied, is made by Liberum Capital Limited
about any of the contents of this document and, without limiting
the statutory rights of any person to whom this document is issued,
no liability whatsoever is accepted by Liberum Capital Limited for
the accuracy of any information or opinions contained in this
document or for the omission of any material information. Liberum
Capital Limited will not be offering advice nor will it be
responsible for providing client protections to recipients of this
document in respect of the Placing and Additional Fundraising.
Proposed Placing to raise approximately GBP18.0 million
Additional Fundraising to raise up to approximately GBP2.0
million
Proposed waiver of Rule 9 of The City Code on Takeovers and
Mergers (the "Code")
Notice of General Meeting
1. Introduction
The Company has today announced that it is proposing to raise
approximately GBP18.0 million (before expenses) by way of the
Placing by Investec Bank and Liberum of New Ordinary Shares with
existing and new institutional investors and to raise up to a
further GBP2.0 million through the Additional Fundraising. The net
funds from the Placing will primarily be used to accelerate the
development of its two lead portfolio companies, Vortex Biosciences
and Wanda, towards significant value inflection milestones and
exits. In addition, NetScientific intends to manage, in a
controlled manner, its other majority-owned assets and minority
investments.
The Placing and Additional Fundraising is conditional, amongst
other things, on the passing of the Resolutions (other than the
Whitewash Resolution) by Shareholders and the passing of the
Whitewash Resolution by Independent Shareholders at the General
Meeting, notice of which will be set out in a circular to be posted
to Shareholders ("Circular") as soon as possible after this
Announcement. Neither the Placing nor the Additional Fundraising
are underwritten.
Rule 9 Waiver
Woodford is currently a beneficial holder of approximately 29.4
per cent. of the Company's current issued share capital. Woodford
has agreed to subscribe for 12,500,000 New Ordinary Shares, being
an amount that would increase its percentage holding of the Company
immediately following the Placing to over 30 per cent. which,
without a waiver of the obligations under Rule 9 of the Code ("Rule
9 Waiver"), would oblige Woodford (and any persons acting in
concert with it) to make a general offer to Shareholders of the
Company under Rule 9 of the Code (a "Rule 9 Offer").
Following Admission, it is expected that Woodford will have a
shareholding of approximately 45.3 per cent of the Company's
enlarged share capital, excluding any New Ordinary Shares that may
be issued through the Additional Fundraising.
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
The Company will apply for a waiver of the requirement for
Woodford to make a Rule 9 Offer under Note 1 to the Notes on
Dispensations from Rule 9 of the Code, which states that when the
issue of new securities in consideration for an acquisition or a
cash subscription would otherwise result in an obligation to make a
Rule 9 Offer, the Takeover Panel will normally grant a waiver if,
inter alia, the shareholders of a company who are independent of
the person who would otherwise be required to make an offer and any
person acting in concert with him or her pass an ordinary
resolution on a poll at a general meeting approving the proposals
giving rise to the obligation to make a Rule 9 Offer and the
Takeover Panel has agreed to such a waiver being sought.
There can be no guarantee that the Independent Shareholders will
pass the Whitewash Resolution or that the Takeover Panel will grant
the waiver of the requirement for Woodford to make a Rule 9 Offer
in connection with the Placing. If the Rule 9 Waiver is not granted
or the Whitewash Resolution is not passed, the Placing will not be
able to proceed in its current form and the Company will seek to
pursue a different funding structure. In order to provide the
necessary funding to its portfolio companies, it is likely that the
Company will accelerate fundraising in its key subsidiaries through
third party investment. In addition, licensing and/or sale of the
minority investment technologies will be considered in order to
maximise value to shareholders.
The Directors who hold Existing Ordinary Shares intend to vote
in favour of the Resolutions in respect of the Existing Ordinary
Shares held by them and which represent, in aggregate,
approximately 0.3 per cent. of the Company's current issued share
capital.
The Circular convening the General Meeting will contain
additional information on the Code matters relevant to the
Placing.
2. Current trading
Today the Company announced its results for the six months ended
30 June 2015. For that six month period the Company is reporting
unaudited revenues of GBP0.5 million and an after tax loss of
GBP5.3 million. Cash on the balance sheet as at 30 June 2015 was
GBP11.1 million. Progress in all of the Company's investments
continues in line with the Board's expectations.
3. Summary of Vortex and Wanda
Vortex Biosciences
Vortex Biosciences is a US based cancer diagnostic company,
developing a novel liquid biopsy diagnostic instrument for
circulating tumour cell enrichment, collection and analysis. The
technology enables researchers and clinicians to non-invasively to
capture, analyse, identify, and enumerate tumour cells for use in
downstream clinical applications such as genetic analysis,
monitoring disease progression and drug treatment
effectiveness.
One of the key milestones for Vortex will be the launch of the
VTX-1 into clinical research labs, expected during 2016.
In 2015, Vortex hired additional engineers and scientists to
complete the development of its VTX-1 instrument, which is
scheduled for shipment to Beta sites by the end of 2015.
Collaborations with key opinion leaders including UCLA, Stanford
and Harvard, in the field has resulted in demand for the new Beta
VTX-1. In addition, Vortex filed new patent applications and
received grant in four of its ten patent families.
Wanda
Wanda is a US based company which provides a cloud-based
clinical decision support software solution to help healthcare
providers improve the quality of outpatient care and reduce the
costs associated with managing chronic diseases.
Its software aims to reduce the economic burden of hospital
readmissions by providing tools to monitor and manage patients with
chronic diseases, initially patients with congestive heart failure.
The platform technology builds upon a patented predictive analytics
and knowledge engine that utilises information from in-home and
remote monitoring devices used by patients.
Following successful pilots with Triventis Health since May,
first revenues from pilot programmes are expected in Q4 2015.
As part of a focused effort on strengthening portfolio company
management, Steve Curd was appointed CEO of Wanda on 14 September.
He has more than 20 years' experience in driving growth in digital
healthcare companies, commercialising products and delivering
exits.
The key milestones for Wanda is patient uptake and Wanda is
looking to accelerate this during 2016 and 2017.
4. Reasons for the Placing and Additional Fundraising and use of proceeds
The Directors believe that there is significant embedded value
within its portfolio companies, in particular Vortex and Wanda,
which require additional capital investment in order to reach value
inflection milestones. The Group will focus on further funding
Vortex and Wanda toward commercialisation and potential exit
opportunities. In addition, NetScientific intends to manage, in a
controlled manner, its other majority-owned assets and minority
investments.
The Directors believe that the flexibility provided by a
non-pre-emptive placing makes it the most appropriate fundraising
structure for the Company at this time.
5. Principal Terms of the Placing
The Company has conditionally raised GBP18.0 million before
expenses by the conditional Placing of 15,000,000 Placing Shares at
the Issue Price to the Placees. The Placing is not
underwritten.
The Placing is conditional, among other matters, upon:
(i) the passing of all of the Resolutions (other than the Whitewash Resolution) by Shareholders;
(ii) the Takeover Panel providing a Rule 9 Waiver, subject to
the Whitewash Resolution being approved by Independent
Shareholders;
(iii) the passing of the Whitewash Resolution by Independent
Shareholders;
(iv) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms before Admission; and
(v) Admission becoming effective by no later than 8.00 a.m. on
13 November 2015 (or such later date as the Company, Investec Bank
and Liberum may agree, provided that such date shall not extend
beyond 8.00 a.m. on 30 November 2015). Admission may occur at an
earlier date, which if achievable, will be set out in the
Circular.
If any of the conditions are not satisfied (or waived), the
Placing Shares will not be issued and all monies received from the
Placees will be returned to them (at the Placees' risk and without
interest) as soon as possible thereafter.
The Placing Shares are not being allotted subject to clawback.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, 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 after the date of their issue.
6. Principal Terms of the Additional Fundraising
In addition to the Placing, the Company is targeting a maximum
further raise of GBP2.0 million (before expenses) by way of an
Additional Fundraising of up to 1,666,667 New Ordinary Shares at
the Issue Price. The Additional Fundraising will be by way of a
private placing or subscription at the Directors' discretion, and
is not open to the public. The Additional Fundraising will be
available only to existing institutional or other investors which
the Directors are satisfied can lawfully invest on a private
placement basis.
The Additional Fundraising is not underwritten and neither
Investec Bank nor Liberum is acting for the Company, or any other
person, in connection with the Additional Fundraising.
The Additional Fundraising Shares will be allotted and issued
fully paid and will, on issue, rank pari passu with the Existing
Ordinary Shares in issue, including the right to receive, in full,
all dividends and other distributions thereafter declared, made or
paid after the date of issue together with all rights attaching to
them and free from all liens, charges and encumbrances of any
kind.
Related Party Transaction
The participation of Woodford in the Placing constitutes a
related party transaction under the AIM Rules for Companies by
virtue of Woodford being a substantial shareholder in the Company.
The Directors consider, having consulted with Investec Bank, its
nominated adviser, that the terms of the transaction are fair and
reasonable in so far as its Shareholders are concerned.
Recommendation
The Directors believe that the Placing, Rule 9 Waiver and
Additional Fundraising and the passing of the Resolutions are in
the best interests of the Company and Shareholders, taken as a
whole. Accordingly the Directors unanimously intend to recommend
Shareholders (or Independent Shareholders as the case may be) vote
in favour of the Resolutions, as they intend to do in respect of
their aggregate beneficial holdings of 90,526 Ordinary Shares,
representing 0.3 per cent of the Existing Ordinary Shares.
The Placing and Additional Fundraising are conditional, among
other things, upon the passing of the Resolutions at the General
Meeting. Shareholders should be aware that if the Resolutions are
not approved at the General Meeting by the Shareholders or the
Independent Shareholders (as applicable), the Placing and
Additional Fundraising will not proceed.
Definitions
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
The following definitions apply throughout this document, unless
the context requires otherwise:
"Act" Companies Act 2006 (as amended)
"Additional Fundraising" the issue, separate to the Placing, of
up to a further 1,666,667 New Ordinary
Shares to existing institutional or other
investors to whom such shares can lawfully
be offered on a private placement basis
"Additional Fundraising the New Ordinary Shares to be issued pursuant
Shares" to the Additional Fundraising
"Admission" the admission of the New Ordinary Shares
to trading on AIM in accordance with the
AIM Rules for Companies
"AIM Rules for Companies" the AIM Rules for Companies and guidance
notes as published by the London Stock
Exchange from time to time
"AIM" the AIM market operated by London Stock
Exchange
"Board" or "Directors" the directors of the Company as at the
date of this document
"Business Day" a day other than a Saturday, Sunday or
public holiday in England when banks in
London are open for business
"Circular" as defined in this Announcement
"Code" The City Code on Takeovers and Mergers
"Company" or "NetScientific" NetScientific plc
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the CREST
Manual)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined in
the CREST Regulations)
"Enlarged Share Capital" the entire issued share capital of the
Company following the issue of New Ordinary
Shares pursuant to the Fundraising, assuming
the maximum number of Additional Fundraising
Shares are issued
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary the 35,902,020 Ordinary Shares in issue
Shares" on the date of this document
"FCA" the Financial Conduct Authority of the
UK
"FSMA" Financial Services and Markets Act 2000
(as amended)
"Fundraising" the Placing and the Additional Fundraising
"General Meeting" the General Meeting of the Company, notice
of which will be set out in the Circular
"Group" the Company and its subsidiaries
"Independent Shareholders" all Shareholders other than Woodford (and
anyone acting in concert with it)
"Investec Bank" Investec Bank plc
"Liberum" Liberum Capital Limited
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the new Ordinary Shares being issued in
relation to the Fundraising
"Notice of General the notice convening the General Meeting
Meeting" to be set out in the Circular
"Issue Price" 120 pence per New Ordinary Share
"Ordinary Shares" ordinary shares of 5p each in the capital
of the Company
"Placees" subscribers for Placing Shares
"Placing" the placing of 15,000,000 New Ordinary
Shares at 120 pence per share, the details
of which are set out in the Circular
"Placing Agreement" the agreement entered into between the
Company, Investec Bank and Liberum in respect
of the Placing dated 1 October 2015
"Placing Shares" the 15,000,000 New Ordinary Shares to be
issued pursuant to the Placing
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting
"Rule 9 Offer" as defined in this Announcement
"Rule 9 Waiver" as defined in this Announcement
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Existing Ordinary Shares
"Takeover Panel" the Panel on Takeovers and Mergers
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States", "United the United States of America, its territories
States of America" and possessions, any state of the United
or "US" States of America and the District of Columbia
and all areas subject to its jurisdiction
"Vortex" or "Vortex Vortex Biosciences, Inc.
Biosciences"
"Wanda" Wanda, Inc.
"Whitewash Resolution" the resolution to be proposed to Independent
Shareholders as set out in the Notice of
General Meeting to approve the Rule 9 Waiver
"Woodford" as defined in this Announcement
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN NETSCIENTIFIC PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Investec Bank, Liberum
or any of their respective affiliates, agents, directors, officers
or employees 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.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
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;
(2) in the case of a Relevant Person in a member state of the
EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State") who acquires any Placing Shares pursuant
to the Placing:
a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; 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 Investec Bank or Liberum 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, undertakings and agreements contained in this
Announcement; and
(4) it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
(5) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules for Companies (the "AIM
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 to be
sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Investec Bank, Liberum, the Company or any other person and none of
Investec Bank, Liberum, the Company or any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any liability for any Placee's decision to participate
in 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 Placing Agreement and the Placing Shares
Investec Bank and Liberum (together the "Banks" and each a
"Bank") have today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject
to the conditions set out in the Placing Agreement, each of the
Banks, as agent for and on behalf of the Company, has agreed to use
their reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary
shares of five pence per share ("Ordinary Shares") in the capital
of the Company, 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 Placing Shares.
As part of the Placing, the Company has agreed that it will not
for a period of 90 days after Admission (save pursuant to the
Additional Fundraising as defined in this Announcement), offer,
issue, sell, contract to sell, issue options in respect of or
otherwise dispose of any securities of the Company (or any interest
therein or in respect thereof) or any other securities exchangeable
for, or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction having substantially the same
effect or agree to do any of the foregoing other than with the
prior written consent of Investec Bank and Liberum (such consent
not to be unreasonably withheld or delayed) or in relation to
certain permitted staff share scheme grants.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 30
November 2015 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
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1. Investec Bank is acting as nominated adviser and joint broker
to the Placing, as agent for and on behalf of the Company. Investec
Bank is authorised in the United Kingdom by the Prudential
Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Investec Bank or for providing advice in relation to
the matters described in this Announcement.
2. Liberum is acting as joint broker to the Placing, as agent
for and on behalf of the Company. Liberum 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 matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Liberum or for providing advice in
relation to the matters described in this Announcement.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Banks to
participate. Each of the Banks and any of their respective
affiliates is entitled to participate in the Placing as
principal.
4. The price per Placing Share (the "Placing Price") is fixed at
120 pence and is payable to the relevant Bank by all Placees.
5. Each Placee's allocation is determined by the relevant Bank
in its discretion following consultation with the Company and has
been or will be confirmed orally by the relevant Bank and a
contract note will be dispatched as soon as possible thereafter.
That oral confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Banks and the Company, under which it
agrees to acquire the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with the relevant
Bank's consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
6. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the relevant Bank. The
terms of this Appendix will be deemed incorporated in that contract
note.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the 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".
9. All obligations of the Banks under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA
rules, none of (a) Investec Bank , (b) any of Investec Bank's
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
Investec Bank as defined in the Financial Services and Markets Act
2000 ("FSMA") ((b) and (c) being together "affiliates" and
individually an "affiliate" of Investec Bank), (d) any person
acting on Investec Bank 's behalf, (e) Liberum, (f) any of
Liberum's affiliates, agents, directors, officers, consultants, (g)
to the extent not contained within (e) or (f), any person connected
with Liberum as defined in FSMA ((f) and (g) being together
"affiliates" and individually an "affiliate" of Liberum) or (h) any
person acting on Liberum's behalf shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to Placees or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither of the Banks nor any of
their respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as the Banks and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation by the
relevant Bank, as soon as it is able which will confirm the number
of Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to the relevant Bank.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Bank in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with the relevant Bank.
Settlement of transactions in the Placing Shares (ISIN:
GB00B9F4MT28) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 13 November 2015 unless otherwise
notified by the Banks and Admission is expected to occur no later
than 8.00 a.m. on 13 November 2015 unless otherwise notified by the
Banks. Admission and Settlement may occur at an earlier date, which
if achievable, will be set out in the Circular. 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 each of the Banks may agree that the Placing Shares should be
issued in certificated form. Each of the Banks reserves the right
to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
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 2 percentage points above prevailing LIBOR as
determined by the Banks.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Banks may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for the Bank's
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the amount owed by
it 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract 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 United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with 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 each of the Banks under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:
(a) the passing of the Resolutions (without any amendments not
approved by the Banks) at the General Meeting (or at any
adjournment thereof);
(b) the Takeover Panel providing a Rule 9 Waiver, subject to the
Whitewash Resolution being approved by Independent
Shareholders;
(c) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading on and as of the date of the Placing Agreement
and on Admission, as though they had been given and made on such
dates by reference to the facts and circumstances then
subsisting;
(d) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(e) no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement;
(f) in the opinion of the Banks, acting in good faith, there
shall have been no material adverse change since the date of the
Placing Agreement (whether or not foreseeable at the date of the
Placing Agreement) before Admission; and
(g) Admission occurring not later than 8.00 a.m. on 13 November 2015,
(all conditions to the obligations of each of the Banks included
in the Placing Agreement being together, the "conditions").
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If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Banks may agree, provided
that the time for satisfaction of the condition set out in (g)
above shall not be extended beyond 8.00 a.m. on 30 November 2015),
or the Placing Agreement is terminated in accordance with its
terms, 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.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by the
Banks, acting jointly, in their absolute discretion by notice in
writing to the Company and the Banks may also agree in writing with
the Company to extend the time for satisfaction of any condition.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
Either of the Banks may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of the Banks, the Company or any of their respective
affiliates, agents, directors, officers, 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 Placing each Placee agrees that any such
decision is within the absolute discretion of the Banks
Termination of the Placing
Either of the Banks may terminate the Placing Agreement, in
accordance with its terms, at any time prior to Admission if, inter
alia:
1. it comes to the knowledge of either Bank that any of the
warranties was untrue, inaccurate or misleading in any material
respect; or
2. it comes to the notice of either Bank that any statement
contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing, is or has become untrue, incorrect or
misleading in any material respect; or
3. the Company shall fail to comply, in any respect which either
Bank in its sole opinion believes is material, with any of its
obligations under the Placing Agreement; or
4. there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of either Bank (acting in good
faith), would materially prejudice the success of the Placing or
the distribution of the Placing Shares.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Banks that the exercise by the Company or the Banks
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 the Banks and that neither of the Company nor the
Banks need make any reference to such Placee and that none of the
Banks, the Company, or any of their respective affiliates, agents,
directors, officers or employees 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 Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by the relevant Bank of a contract note confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where the Banks expressly agree in writing to the
contrary):
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 herein 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: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, 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. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Banks, the Company or any of their respective
affiliates, agents, directors, officers or employees or 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; nor has it requested either
of the Banks, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5. none of the Banks, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any 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 only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in 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 Publicly Available Information; (b) none of the
Banks, the Company or any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) 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 Placing; and (d) has not relied on
any investigation that the Banks or any person acting on their
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7. 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 of the Banks nor any
persons acting on behalf of either of them is responsible for or
has or shall have any liability for any information,
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 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;
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8. 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 laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9. 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) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
11. the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
12. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15. none of the Banks, their respective affiliates, agents,
directors, officers or employees and any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of either
of the Banks and neither of the Banks has any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to 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;
16. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to the relevant Bank 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 on such terms as the Banks may, in their
absolute discretion determine without liability to the Placee and
it 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 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;
17. no action has been or will be taken by any of the Company,
the Banks or any person acting on their behalf 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;
18. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither the Banks nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and the Banks in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of either of the Banks or
transferred to a CREST stock account of either of the Banks who
will hold them as nominee on behalf of the Placee until settlement
in accordance with its standing settlement instructions with
it;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and the Banks
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20. 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;
21. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order 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;
22. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or elsewhere in
the EEA prior to the expiry of a period of six months from
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 the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23. it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
24. 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 the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither of the Banks has approved this Announcement in
their capacity as authorised persons under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised
person;
25. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26. represents and warrants that, 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 the
Banks has been given to the offer or resale;
27. it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28. none of the Banks, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29. none of the Banks, the Company, any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of the Banks, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of each of the Banks' rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
30. acknowledges and accepts that the Banks 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 for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, neither of the Banks will make any
public disclosure in relation to such transactions;
31. the Banks and each of their respective affiliates, each
acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Banks and/or any of
their respective affiliates, acting as an investor for its or their
own account(s). Neither the Banks nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from 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 within the meaning of the Prospectus
Directive;
33. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering Regulations 2007 (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;
34. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds
of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
35. in order to ensure compliance with the Money Laundering
Regulations 2007, the Banks (each for itself and as agent on behalf
of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the Banks or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the relevant Bank's absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at the Banks or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Banks (each for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, the Banks and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
36. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the contract note
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 the Banks conduct of the
Placing;
37. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for 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;
38. it irrevocably appoints any duly authorised officer of the
Banks as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
39. the Company, the Banks and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Banks, each on their own behalf and on behalf of
the Company and are irrevocable;
40. 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;
41. time is of the essence as regards its obligations under this Appendix;
42. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Banks;
43. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
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