TIDMNSCI
RNS Number : 0614L
NetScientific PLC
16 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
16 April 2018
NetScientific plc
Result of General Meeting
Admission of New Ordinary Shares
Total Voting Rights
On 29 March 2018, NetScientific plc (AIM:NSCI) (the "Company"),
the transatlantic healthcare IP commercialisation group, announced
a conditional Placing and Subscription to raise GBP5.0 million
(before expenses) and an Additional Fundraising (before expenses)
(together, the Placing, the Subscription and the Additional
Fundraising, the "Proposals").
The Company also announced that Woodford Investment Management
Limited had agreed to subscribe for 5,714,285 Placing Shares which
would result in Woodford owning more than its current holding of
45.01 per cent. of the total voting rights of the Company
immediately following completion of the Proposals which, without a
Whitewash, would oblige Woodford to make a general offer to the
shareholders of the Company under Rule 9 of the Takeover Code. The
Panel agreed to such a waiver, subject to the Whitewash Resolution
being approved at the General Meeting by the requisite majority of
Independent Shareholders.
It was announced on 11 April 2018 that the Proposals had
conditionally raised a total of GBP5.0 million before expenses.
The Company is pleased to announce that, at its General Meeting
held earlier today, the results of the poll on each of the
Resolutions were as follows:
RESOLUTIONS VOTES %** VOTES %** VOTES VOTES
FOR* AGAINST TOTAL WITHHELD***
------------- -------------- ---------- ------------ --------- --------------- -------------
Resolution
1 60,434,047 99.90 60,900 0.10 60,494,947 700,639
------------- -------------- ---------- ------------ --------- --------------- -------------
Resolution
2 60,434,047 99.90 60,900 0.10 60,494,947 700,639
------------- -------------- ---------- ------------ --------- --------------- -------------
Resolution 9,957,581**** 92.90**** 761,539**** 7.10**** 10,719,120**** 0****
3
------------- -------------- ---------- ------------ --------- --------------- -------------
* Includes discretionary votes
**Rounded to two decimal places
***A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "For" or "Against" any
of the resolutions
****Poll of the Independent Shareholders only
Accordingly:
-- the Allotment Resolutions (as set out in the Notice of
General Meeting) were each passed by the Shareholders; and
-- the Whitewash Resolution (as set out in the Notice of General
Meeting) was passed on a poll of the Independent Shareholders who
together represented 92.90 per cent. of the issued Ordinary Shares
held by the Independent Shareholders being voted (whether in person
or by proxy) at the General Meeting.
The Proposals may, therefore, proceed.
Following completion of the Proposals, Woodford will hold
36,787,187 Ordinary Shares and control approximately 46.83 per
cent. of the voting rights of the Company.
Admission of New Ordinary Shares
Applications have been be made to the London Stock Exchange for
9,523,809 New Ordinary Shares to be admitted to trading on AIM
("Admission").
Admission of the New Ordinary Shares relating to the Proposals
to trading on AIM is expected at 8.00 a.m. on 17 April 2018.
Total Voting Rights
In accordance with Chapter 5 (Vote Holder and Issuer
Notification Rules) of the FCA's Disclosure and Transparency Rules,
the Company makes the following declaration:
As at the date of Admission, Tuesday 17 April 2018, the Company
will have a total of 78,561,866 Ordinary Shares of 5 pence each in
nominal value each issued and admitted to trading. Each share
carries the right to one vote. The Company does not hold any shares
in treasury.
The total voting rights figure of 78,561,866 may be used by
shareholders of the Company as the denominator for the calculations
by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure and Transparency Rules.
For more information, please contact:
NetScientific plc Tel: +44 (0)20 3514
François R. Martelet, 1800
M.D., CEO
Ian Postlethwaite, CFO
Consilium Strategic Communications Tel: +44 (0)20 3709
Mary-Jane Elliott/Jessica 5700
Hodgson netscientific@consilium-comms.com
Chris Welsh/Laura Thornton
Stifel Nicolaus Europe Limited Tel: +44 (0) 20
(NOMAD and Bookrunner) 7710 7600
Jonathan Senior/David Arch/Ben
Maddison
Liberum Capital Limited (Placing Tel: +44 (0)20 3709
Agent) 5700
David Parsons/Christopher
Britton/Bidhi Bhoma/Euan Brown
Important Notices
Terms not otherwise defined in this announcement shall have the
meanings given in the circular sent to shareholders of the Company
on 29 March 2018.
This announcement is issued by and is the sole responsibility of
the Company.
This announcement and the information contained herein is
restricted and not for release, publication or distribution in
whole or in part in, into or from the United States, Canada,
Australia, Japan, the Republic of South Africa or any other
jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of that jurisdiction.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy, New Ordinary Shares to any person in any
jurisdiction to whom it is unlawful to make such offer or
solicitation. In particular, this announcement must not be taken,
transmitted, distributed or sent, directly or indirectly, in or
into, the United States, Canada, Australia, Japan or the Republic
of South Africa, to any national, resident or citizen of such
countries or to a US person.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended, or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in
the United States or to, or for the account or benefit of, a US
person absent registration except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and otherwise in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no offering of New Ordinary Shares in the
United States.
The Company has not been and will not be registered under the
Investment Company Act and investors will not be entitled to the
benefits of that act. No offer, purchase, sale or transfer of the
Ordinary Shares may be made except in circumstances which will not
result in the Company being required to register as an investment
company under the Investment Company Act.
The New Ordinary Shares will only be available to qualified
investors for the purposes of the Prospectus Rules or otherwise in
circumstances not resulting in an offer of transferable securities
to the public under section 102B of FSMA. The Proposals do not
constitute an offer to the public requiring an approved prospectus
under section 85 of FSMA and accordingly this announcement does not
constitute a prospectus for the purposes of the Prospectus Rules
and has not been pre-approved by the FCA pursuant to sections 85
and 87 of FSMA, the London Stock Exchange, any securities
commission or any other authority or regulatory body. In addition
this announcement does not constitute an admission document drawn
up in accordance with the AIM Rules for Companies.
This announcement does not constitute an issue prospectus within
the meaning of, nor have they been prepared without regard to, the
disclosure standards for issue prospectuses under article 652a or
article 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under article 27 ff. of the
listing rules of the SIX Swiss Exchange Ltd or the listing rules of
any other stock exchange or regulated trading facility in
Switzerland.
The New Ordinary Shares will not be listed on the SIX Swiss
Exchange Ltd. or on any other stock exchange or regulated trading
facility in Switzerland. The New Ordinary Shares may only be
distributed to qualified investors in accordance with the Swiss
Federal Act on Collective Investment Schemes and its implementing
ordinances and the applicable guidelines of the Swiss Financial
Market Supervisory Authority ("FINMA") and will not be distributed
to non-qualified investors in or from Switzerland. Neither this
announcement nor any other materials relating to the Company will
be made available to non-qualified investors for distribution in or
from Switzerland.
Neither this announcement, nor any other offering or marketing
material relating to the Placing and the Subscription, nor the
Company nor the New Ordinary Shares have been or will be filed
with, registered or approved by FINMA or any other Swiss regulatory
authority. In particular, the Company has not been authorised, and
will not seek authorisation from FINMA for distribution to
non-qualified investors in or from Switzerland.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of the Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, and the Placing Shares have been subject to a
product approval process, which has determined that they each are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: (a) the price of the Placing Shares may decline and
investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital
protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Stifel and
Liberum will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in accordance with
the Proposals must be made solely on the basis of publicly
available information, which has not been independently
verified.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company and certain
of its goals and expectations relating to its future financial
condition and performance which involve a number of risks and
uncertainties. No forward-looking statement is a guarantee of
future performance and actual results could differ materially from
those contained in any forward-looking statements. Such
forward-looking statements may use words such as "aim",
"anticipate", "target", "expect", "estimate", "plan", "goal",
"believe", "will", "may", "should", and other words having a
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of changes in interest rates and
foreign exchange rates, changes in legislation, changes in consumer
habits and other factors outside the control of the Company, that
may cause actual results, performance or achievements to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. All
forward-looking statements contained in this announcement are based
upon information available to the Directors at the date of this
announcement and the posting or receipt of the document does not
give rise to any implication that there has been no change in the
facts set out herein since that date.
Any indication in this announcement of the price at which the
Ordinary Shares have been subscribed for, or bought or sold, in the
past cannot be relied upon as a guide to future performance. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company. The New Ordinary
Shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of
the New Ordinary Shares.
The Existing Ordinary Shares are currently admitted to trading
on AIM. Application has been made to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective, and dealings for
normal settlement in the New Ordinary Shares will commence, at 8.00
a.m. on Tuesday 17 April 2018. The New Ordinary Shares will not be
admitted to trading on any other investment exchange. The New
Ordinary Shares will, on their admission, rank pari passu in all
respects with the Existing Ordinary Shares and will rank in full
for all dividends and other distributions thereafter declared, made
or paid on the ordinary share capital of the Company.
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the United Kingdom Listing
Authority (being the FCA acting as competent authority for the
purposes of Part V of FSMA) ("UKLA"). A prospective investor should
be aware of the risks of investing in such companies and should
make the decision to invest only after careful consideration and,
if appropriate, consultation with an independent financial adviser.
Neither the London Stock Exchange nor the UKLA has examined or
approved the contents of this announcement. The AIM Rules for
Companies are less demanding than those of the Official List of the
UKLA. It is emphasised that no application is being made for
admission of the Existing Ordinary Shares or the New Ordinary
Shares to the Official List of the UKLA.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Proposals.
Each investor or prospective investor should conduct his, her or
its own investigation, analysis and evaluation of the business and
data described in this announcement. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
A copy of this announcement will be available on the Company's
website at www.netscientific.net. 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.
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively as nominated adviser and bookrunner to the Company (for
the purposes of the AIM Rules for Companies) and no one else in
connection with Admission, the Placing (and any Additional
Fundraising Shares placed through it) and the matters set out in
this announcement. Stifel will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Stifel nor for providing
advice in relation to the transactions and arrangements detailed in
this announcement for which the Company and the Directors are
solely responsible and, without limiting the statutory rights of
any recipient of this announcement, no liability is accepted by
Stifel for the accuracy of any information or opinions contained in
this announcement or for omissions of any material information for
which it is not responsible. Stifel is not making any
representation or warranty, express or implied, as to the contents
of this announcement. The responsibilities of Stifel as the
Company's nominated adviser and bookrunner solely for the purposes
of the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or any
Director or to any other person in respect of his decision to
invest in the Company in reliance on any parts of this
announcement.
Liberum Capital Limited ("Liberum"), 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
(and any Additional Fundraising Shares placed through it) as a
placing agent. Liberum will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Liberum nor for providing
advice in relation to the transactions and arrangements detailed in
this announcement for which the Company and the Directors are
solely responsible and, without limiting the statutory rights of
any person to whom this announcement is issued, no liability is
accepted by Liberum for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information for which it is not responsible. Liberum is not making
any representation or warranty, express or implied, as to the
contents of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKADPBBKDCQD
(END) Dow Jones Newswires
April 16, 2018 09:04 ET (13:04 GMT)
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