TIDMITX
RNS Number : 8212O
Itaconix PLC
03 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, 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 SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF THE COMPANY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Terms not otherwise defined herein shall have the meanings given
in the section entitled "Definitions", EXTRACTED FROM THE CIRCULAR,
at the end of this Announcement.
Itaconix plc
("Itaconix", the "Company" or the "Group")
Placing, Subscription and Open Offer
and
Notice of General Meeting
The Board of Itaconix plc, a leading innovator in sustainable
plant-based polymers used to decarbonise everyday consumer
products, is pleased to announce that it has conditionally raised
gross proceeds of approximately GBP10.3 million by way of the issue
of an aggregate of up to 201,568,628 New Ordinary Shares pursuant
to a Placing of up to 200,613,856 New Ordinary Shares and a
Subscription of 954,772 New Ordinary Shares at an Issue Price of
5.1 pence per New Ordinary Share.
In addition, the Company proposes to raise up to a further
approximately GBP0.4 million by the issue of up to 7,760,852 New
Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders, also at the Issue Price (the Placing, Subscription
and Open Offer, together the "Fundraising").
The Fundraising, save for the Firm Placing Shares, as defined
below, requires Shareholder Resolutions to be passed by the
Company's Shareholders.
Highlights:
Fundraising
-- Oversubscribed Placing and Subscription with new and existing
institutional and other investors to raise gross proceeds of
approximately GBP10.3 million plus an Open Offer to raise an
additional amount up to approximately GBP0.4 million.
-- The Fundraising has been sought (i) for general working
capital purposes to support continued revenue growth; (ii) to
accelerate the development of new products and applications; and
(iii) for capital spending to support continuous process
improvements.
-- The Open Offer is being made available to provide an
opportunity for existing Qualifying Shareholders, who are not
participating in the Placing and the Subscription, to participate
in the Fundraising, raising additional funds to support the
Company's continued growth.
FY22 financial results
-- The Company expects to report revenues for the full year to
31 December 2022 ahead of market expectations at US$5.6 million,
representing 115% growth when compared to revenues of US$2.6
million in the year to 31 December 2021. A small improvement in
gross margin percentage was achieved in the second half of the 2022
financial year. The Company expects to report net cash of US$0.6
million as at 31 December 2022. Further details are provided
below.
Outlook
-- Significantly strengthened by the Fundraising, the Company is
confident in its financial outlook for FY23 and beyond.
John R. Shaw, CEO of Itaconix, commented:
"2022 was a breakthrough year for us. With our ingredients now
used in over 140 brands around the world, we have generated 63%
compound annual revenue growth over the last four years. Just as
importantly, we have firmly established the value of the Itaconix
technology platform and are positioned to lead a new generation of
sustainable consumer products in the global low-carbon economy with
competitive performance and costs for years to come.
"Today's fundraise is transformational for everyone who has
supported us in recent times and I would like to thank our current
shareholders, employees, customers, partners, and vendors. We are
now expanding our resources for the next chapter of growth and I
would like to welcome our new shareholders who clearly appreciate
our achievements to date and importantly share our vision for the
future. We approach the future with great excitement and more
optimism than ever before."
Circular and General Meeting
A Circular in respect of the Placing, the Subscription and the
Open Offer is expected to be posted to Shareholders on 6 February
2023 giving notice of a General Meeting of the Company. The meeting
will be held on 22 February 2023 at 11.00 at the offices of
Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT. A
copy of the Circular will be available from the time of posting on
the Company's website at
www.itaconix.com/investor/reports-documents/. Further details are
provided below.
Open Offer
The Open Offer is specifically structured to provide an
opportunity for participation in the Fundraising by the Company's
existing Shareholder base. Qualifying Shareholders should note that
Shareholders taking part in the Placing and the Subscription will
not be entitled to take part in the Open Offer and that therefore
the up to 7,760,852 Open Offer Shares, raising up to approximately
GBP0.4 million, are only available to a smaller pool of existing
Shareholders. If there are no applications under the Excess
Application Facility, not all of the approximately GBP0.4 million
will be raised. The Excess Application Facility is part of the Open
Offer and not available to those taking part in the Placing and the
Subscription. Further details are provided below.
Settlement of the Contingent Consideration due on the 2016
Acquisition of Itaconix Corporation
Under the terms of the Merger Agreement, a contingent
consideration was agreed in 2016 with the Contingent Consideration
Payees for the acquisition by the Company of Itaconix Corporation.
The Company has resolved to finalise the number of Contingent
Consideration Shares, and to issue these Ordinary Shares at the
time of the Fundraising, and has therefore entered into the
Settlement Agreement with the Contingent Consideration Payees.
Further details are provided below.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that First Admission will occur and dealings will commence
in the Firm Placing Shares and the Contingent Consideration Shares
on or around 8 February 2023 at 8.00 a.m.
Following First Admission, the total number of Ordinary Shares
in issue will be 535,743,007. There are no Ordinary Shares held in
treasury. Accordingly, the total number of voting rights in the
Company on First Admission will be 535,743,007. This figure may be
used by Shareholders as the denominator for the calculations to
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Further information on the Fundraising, including the Open
Offer, is set out below. This announcement should be read in its
entirety.
For further information please contact:
Itaconix plc +1 603 775 4400
John R. Shaw / Laura Denner
Belvedere Communications +44 (0) 20 3008 6864
John West / Llew Angus
finnCap
Nominated Adviser & Broker, Bookrunner +44 (0) 20 7220 0500
Ed Frisby / Abigail Kelly (Corporate Finance)
Andrew Burdis / Sunila de Silva (ECM)
Canaccord Genuity
Co-Lead Manager +44 (0) 7523 8000
Adam James / Sam Lucas (Investment Banking)
About Itaconix
Itaconix uses its proprietary plant-based polymer technology
platform to produce and sell specialty ingredients that improve the
safety, performance, and sustainability of consumer products. The
Company's current ingredients are enabling and leading new
generations of products in cleaning, hygiene, and beauty.
Itaconix's contributions to the global low carbon economy are
recognised by the London Stock Exchange's Green Economy Mark.
www.itaconix.com
The following text has been taken from the Circular to be sent
to Shareholders.
PART I
LETTER FROM THE CHAIR
1. Introduction
It was announced on 3 February 2023 that the Company has
conditionally raised GBP10.28 million before fees and expenses by a
Placing of 200,613,856 Placing Shares with certain existing and new
institutional and other investors and by a Subscription of 954,772
Subscription Shares with certain Directors at the Issue Price of
5.1 pence per share. The Issue Price of 5.1 pence represents a 4.7
per cent. discount to the Closing Price of 5.35 pence on 2 February
2023, being the latest practicable date prior to the
Announcement.
It was further announced that the Company wishes to offer all
Qualifying Shareholders the opportunity to participate in a further
issue of new equity in the Company by way of the Open Offer of new
Ordinary Shares to Qualifying Shareholders at the Issue Price.
Qualifying Shareholders may subscribe for Open Offer Shares on the
basis of 1 Open Offer Share for every 58 Existing Ordinary Shares
held on the Record Date. Shareholders subscribing for their full
entitlement under the Open Offer may also request additional Open
Offer Shares through the Excess Application Facility. The Open
Offer will be for up to 7,760,852 New Ordinary Shares in
aggregate.
Assuming a full take-up by Qualifying Shareholders under the
Open Offer, the issue of the Open Offer Shares will raise further
gross proceeds of up to GBP0.4 million for the Company. Should the
aggregate applications under the Open Offer exceed the cap of
GBP0.4 million, the Board will "scale back" applications under the
Open Offer as described in paragraph 8 of this Part I.
The net proceeds of the Fundraising are intended to be used to
enable the Company to continue to execute its growth plans and for
general working capital purposes, further details of which are set
out in paragraph 4 of this Part I.
The First Placing does not require Shareholder approval because
the Firm Placing Shares will be issued pursuant to the Shareholder
authorities granted at the Company's 2022 annual general meeting.
However, completion of the Second Placing, the Subscription and
Open Offer is conditional, inter alia, upon Shareholder approval of
Resolutions 1 and 2 to be proposed at a general meeting of the
Company, expected to be held at the offices of Fieldfisher LLP at
Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 22
February 2023.
Accordingly, it is very important that Shareholders vote in
favour of Resolutions 1 and 2 in order that all of the full
Fundraising (and not just the First Placing) can proceed.
The purpose of this document is to provide you with information
about the background to and the reasons for the Fundraising, to
explain why the Board considers the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and why
the Directors unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting. The Notice
convening the General Meeting is set out at the end of this
document and a Form of Proxy is also enclosed for you to complete.
This document includes an explanation of the Resolutions.
The Directors intend to vote in favour of the Resolutions in
respect of their legal and/or bene cial shareholdings amounting, in
aggregate, to 58,423,878 Ordinary Shares representing approximately
12.98 per cent. of the issued share capital of the Company as at
the date of this document.
2. Background to the Fundraising
Itaconix is a leading innovator in sustainable plant-based
ingredients used to decarbonise everyday consumer products.
Itaconix uses its patented technology platform to make polymers
from itaconic acid, which is a natural metabolite that is valued as
a versatile building block for functional ingredients. These
polymers are considered one of the top value-added chemicals made
from biomass and are used as key ingredients for desired properties
and functionality in consumer products.
The market potential for the Itaconix technology platform is
defined broadly by the US$20 billion in current uses for acrylic
acid and styrene in consumer care, hygiene, water solutions,
agriculture, composites, and coatings. The Company works
continuously within this market potential to define and develop
specific opportunities for its polymers to address unmet customer
needs. Consumer product companies are reformulating existing brands
and creating new brands to meet consumer demand for better
performing products that are safer and decarbonize their lives
while not paying more. Itaconix has a portfolio of 12 ingredients
for formulators to use in a new generation of consumer products and
is developing new ingredients from its technology platform. The
Company's products are protected by 15 patent families covering
proprietary processes, compositions, and applications.
Product Application use
Cleaning
Itaconix(R) DSP 2K(TM) Manage water hardness
Itaconix(R) TSI(TM) 322 Manage water hardness
Itaconix(R) TSI(TM) 122 Manage water hardness
Itaconix(R) ONZ 075 Manage water hardness
Hygiene
ZINADOR(TM) 22L (Croda) Odour neutralisation
ZINADOR(TM) 35L (Croda) Odour neutralisation
VELAFRESH(TM) ZP20 Odour neutralisation
VELAFRESH(TM) ZP30 Odour neutralisation
VELAFRESH(TM) SAP80 Superabsorbent (to be launched)
Beauty
Amaze(TM) SP (Nouryon) Hair styling
VELASOFT(TM) NE 100 Hair styling
VELASOFT(TM) BR 300 Repair damaged hair (to be
launched)
======================== ================================
Major, purpose-driven, and private label brands are using
Itaconix ingredients to formulate new products or reformulate
existing products. The Directors estimate that use of Itaconix
ingredients in brands grew from less than 30 in 2015 to over 140 in
2022, ranging from dishwashing detergents and carpet cleaners to
curl sprays and dog shampoos. These brands form a broad base of
recurring revenues that can generate further revenue growth as they
secure placements in more retailers.
Use in detergents
Itaconix polymers are used as key ingredients in non-phosphate
detergents to manage hard water minerals that reduce cleaning
performance during the washing process. The Company's commercial
progress in detergents is led by the use of Itaconix(R) TSI 322 in
dishwasher detergents to reduce mineral deposits that cause
spotting and filming on glasses, dishes, and utensils.
Itaconix(R) TSI 322 has the functionality to reduce total
ingredient costs in a more compact dosage by replacing two or more
water conditioning materials. This polymer also increases the
plant-based content to improve the sustainability of the
end-product. This combination of value is generating use across
premium, value, and sustainable dishwasher detergent brands in
North America. Usage is also starting to grow in European
dishwasher detergents.
Management estimates that Itaconix(R) TSI 322 has a $260m
addressable market from 30 billion dishwasher detergent tablets and
sachets sold annually in Europe and North America.
Use in hair care
Itaconix produces polymers for hairstyling that are sold through
Nouryon as Amaze(R) SP and by Itaconix as VELASOFT(R) NE 100. These
ingredients are gaining use in hair care products as alternatives
to fossil-based fixatives based on excellent curl retention, novel
soft feel for "weightless" hairstyling, and high plant-based
content.
Management estimates that Itaconix hair fixatives have a US$180m
addressable market and another US$20m as foam enhancers.
The Company plans to launch a new product, VELASOFT(TM) BR 300,
that restores hair bonds to prevent or repair hair damage.
Use in odour neutralisation
Itaconix produces polymers for odour neutralisation that are
sold through Croda as ZINADOR(R) 22L and 35L and by Itaconix as
VELAFRESH(R) ZP20 and ZP30. These ingredients have comparable odour
control performance to incumbent ingredient, zinc ricinoleate,
while offering advantages of not leaving residues, ease of
formulating into products, and plant-based content.
3. Settlement of the contingent consideration due on the
acquisition of Itaconix Corporation
Under the terms of the Merger Agreement, a contingent
consideration was agreed in 2016 with the Contingent Consideration
Payees for the acquisition by the Company of Itaconix
Corporation.
As amended by the terms of the Contingent Consideration and
Merger Settlement Agreement, the contingent consideration was
structured into two components:
-- a one--time issue of 15 million Ordinary Shares to the
Contingent Consideration Payees in 2018; and
-- subject to the achievement of revenue targets for the Group
for the calendar years 2018 to 2022, annual contingent
consideration payments based on 50 per cent. of (i) the amount of
the annual net sales above US$3 million in 2018 and (ii) for the
calendar years 2019 to 2022, the greatest of the annual net sales
previously achieved in any year during the calendar years 2018 to
2022 inclusive (provided such annual net sales were in excess of
US$3 million). The contingent consideration was capped at US$6
million in aggregate. Such deferred performance consideration, if
any, would be satisfied annually entirely in new Ordinary Shares at
the then prevailing share price.
The Board assessed the need to address and settle the contingent
consideration on or before 31 March 2023 in light of the
Fundraising. The Board performed a risk assessment on the impact on
future potential Shareholders, current Shareholders and the
Contingent Consideration Payees. As a result of this risk
assessment, the Board determined it was in the best interests of
all stakeholders to resolve any uncertainty that the liability to
pay the contingent consideration will have on their near-term
dilution and to remove the impact of any future uncertainties due
to market movements. Accordingly, the Company has resolved to
finalise the number of Contingent Consideration Shares, and to
issue these Ordinary Shares at the time of the Fundraising, and has
therefore entered into the Settlement Agreement with the Contingent
Consideration Payees.
Pursuant to the Settlement Agreement, calculated on the basis of
unaudited revenue for the year ended 31 December 2022 of
US$5,600,156 the Company will issue 18,094,582 Contingent
Consideration Shares at 5.177 pence per share (being the 30
business day volume weighted average price on AIM to close of
business on 31 January 2023) to the Contingent Consideration
Recipients in full and final settlement of all obligations to pay
the contingent consideration due under the Contingent Consideration
and Merger Settlement Agreement. The Settlement Agreement
terminates the Contingent Consideration and Merger Settlement
Agreement and the Merger Agreement so that the Company is under no
further obligations under such agreements, including any
obligations to issue any further contingent consideration. The
recipients of the Contingent Consideration Shares include John R.
Shaw, CEO (receiving 8,325,318 Ordinary Shares in his own name
instead of through the Contingent Consideration Payee, Kensington
Research Holdings LLC, a corporation in which he is interested) and
Yvon Durant, CTO (receiving 1,936,120 Ordinary Shares). Entry
by
the Company with John R. Shaw into the Settlement Agreement is a
related party transaction under the AIM Rules.
The Contingent Consideration Shares will be issued pursuant to
the Shareholder authority granted at the General Meeting of the
Shareholders held on 2 August 2018 to issue shares in accordance
with the terms of the Contingent Consideration and Merger
Settlement Agreement.
Application will be made to the London Stock Exchange for the
Contingent Consideration Shares to be admitted to trading on AIM.
It is expected that First Admission will become effective and that
dealings in the Firm Placing Shares will commence at 8.00 a.m. on 8
February 2023
4. Funding requirement and use of proceeds from the Fundraising
Itaconix is focused on building a large, high gross margin,
capital efficient, specialty ingredients business. The Directors
believe that the Company, the Itaconix technology platform, and the
current Itaconix products are well-positioned to play significant
roles in enabling a new generation of consumer products that offer
performance, safety and sustainability.
Itaconix will require further capital to continue executing its
growth plans. The Company is therefore proposing to raise gross
proceeds of up to GBP10.7 million from the Fundraising, with the
net proceeds (after deducting the costs and expenses of the
Fundraising) intended to be used: (i) for general working capital
purposes to support continued revenue growth; (ii) to accelerate
the development of new products and applications; and (iii) for
capital spending to support continuous process improvements.
5. Rationale for the Resolutions
Itaconix received Shareholder approval at the 2022 annual
general meeting to issue up to 15 per cent. of the Company's then
issued ordinary share capital for cash free of statutory
pre-emption rights without further Shareholder approval at any time
until the earlier of 15 months from the date of the meeting or the
next annual general meeting. The Firm Placing Shares will be issued
in accordance with this existing Shareholder approval.
The Shareholder authorities proposed in Resolutions 1 and 2 are
required to issue the Conditional Placing Shares, the Subscription
Shares and the Open Offer Shares so as to complete all of the
Fundraising and to provide immediate working capital needed to fund
the continued growth of the Company.
The issue of the New Ordinary Shares will provide Itaconix with
further capital to continue executing its growth plans as described
in paragraph 4 of this Part I.
Resolutions 3 and 4 propose giving authority to the Directors to
allot shares representing:
(a) 10 per cent. of the Enlarged Share Capital to be issued on an unrestricted basis;
(b) an additional 10 per cent. of the Enlarged Share Capital to
be used for either an acquisition or a specified capital investment
as defined in the Statement of Principles; and
(c) a follow-on offer to existing holders of securities not
allocated shares under an issue made under either of the two
sub-paragraphs above,
in each case for cash free of statutory pre-emption rights
without requiring further Shareholder approval at any time until
the earlier of 15 months from the date of the General Meeting or
the next annual general meeting. These authorities are proposed to
increase the Group's ability to react faster to further funding
and/or acquisition opportunities and market volatility for its
working capital needs to fund continued growth investment.
6. Current trading and prospects
The Company expects to report revenues for the full year to 31
December 2022 ahead of market expectations at US$5.6 million,
representing 115% growth when compared to revenues of US$2.6
million in the year to 31 December 2021. A small improvement in
gross margin percentage was achieved in the second half of the 2022
financial year. The Company expects to report net cash of US$0.6
million as at 31 December 2022.
Revenue growth was led by Itaconix(R) cleaning ingredients and
formulation solutions, with year on year growth continuing.
Cleaning revenues are expected to be US$4.9 million for the year to
31 December 2022, compared to US$1.8 million in the year to 31
December 2021 and US$2.6 million in the year to 31 December 2020.
Increased revenues were generated by higher volumes from existing
accounts, as well as new volumes from new customers, and some price
increases. The major highlight was new recurring volumes in
dishwashing detergents, where Itaconix(R) TSI 322 continues to gain
usage from the value of its competitive performance, cost, and
sustainability. Key milestones were achieved with accounts in
Europe and North America which enables the Company to enter 2023
with continued momentum and new revenue opportunities. Growth in
cleaning revenues is expected from higher North American detergent
volumes, increased traction in European detergent accounts, a new
promotional programme with Brenntag North America, and further
advances in the advantages of Itaconix ingredients in dishwasher
detergents.
Volatility in formula ingredient availability and costs were
challenging throughout the year for detergent brands. As a result,
Itaconix's detergent customers in North America increasingly turned
to the Company for solutions to manage overall formulation costs
and ensure supply. Revenues from formulation solutions are expected
to be US$1.0 million in the year to 31 December 2022, compared to
US$0.3 million in the year to 31 December 2021.
The Company's hygiene ingredients are also finding new
applications and in homecare and beauty, but revenues are expected
to decline marginally to US$0.3 million in the year to 31 December
2022 from US$0.5 million in the year to 31 December 2021 due to
lower order volumes from larger customers. The Company renewed its
agreement to supply its ZINADOR(R) odour neutralisers to Croda for
global marketing into homecare applications and is broadening its
hygiene product line and marketing efforts. Key milestones were
achieved with new trials and usages for new addressable markets.
Development work continues on VELAFRESH(R) SAP, a plant-based
superabsorbent for more sustainable hygiene products, with
commercial progress expected in 2024.
Orders for the Company's beauty ingredients declined as a large
customer continued to adjust inventory levels. The Company sees
large revenue potential for its plant-based ingredients and
technologies in new and broader beauty applications. The Company
renewed its agreement to supply Amaze(R) SP to Nouryon for hair
styling applications and plans to increase marketing efforts and
add new ingredients to its VELASOFT(R) beauty product line. Beauty
revenues are expected to be US$0.1 million for the year to 31
December 2022, compared to US$0.2 million in the year to 31
December 2021.
New revenue opportunities are developing for the Company's
BIO*Asterix(TM) ingredients and key milestones were achieved with
multiple customers in sustainable fashion. BIO*Asterix(TM) revenues
are expected to be US$0.1 million for the year to 31 December 2022,
compared to US$0.1 million in the year to 31 December 2021.
The costs and delivery times for key raw materials are more
stable, but foreign exchange rates for export sales into Europe
remain volatile. The Company continues to implement selective price
increases to substantially pass on additional costs and judiciously
manages stocks of raw materials and finished goods.
7. Terms of the Placing and the Subscription
Structure
The Company has conditionally raised approximately GBP10.3
million before expenses pursuant to the Placing and the
Subscription. The Issue Price represents a discount of
approximately 4.7 per cent. to the Closing Price of 5.35 pence on 2
February 2023, being the latest practicable date prior to the
Announcement.
Subject to the satisfaction of the conditions under the First
Placing, the Company will issue 67,519,000 New Ordinary Shares in
aggregate at the Issue Price, thereby raising approximately GBP3.4
million before expenses.
Subject to the satisfaction of the conditions under the Second
Placing and the Subscription including, inter alia, the passing of
Resolutions 1 and 2, the Company will issue 134,049,628 New
Ordinary Shares in aggregate at the Issue Price, thereby raising
approximately a further GBP6.8m million before expenses.
Principal terms of the Placing and Subscription
The Placing Shares have been conditionally placed by the Co-Lead
Managers as agents for the Company, with institutional and other
investors. The Company has entered into conditional subscription
agreements with certain Directors for the issue of the Subscription
Shares. The Placing Shares and the Subscription Shares issued
pursuant to the Placing and the Subscription will represent
approximately 29.75 per cent. of the Enlarged Share Capital on
Second Admission (assuming full take-up of the Open Offer).
Neither the Placing nor the Subscription has been underwritten
by the Co-Lead Managers or by anyone else. The Company has agreed
to pay each of the Co-Lead Managers certain fees and commissions in
connection with their respective appointments and the Placing. No
fees or commissions are payable by the Company in connection with
the Subscription.
The First Placing is conditional, inter alia, upon:
(a) each of the warranties provided by the Company to the
Co-Lead Managers in the Placing Agreement being and remaining
accurate and not misleading in any material respect at any time
before First Admission, and no fact or circumstance having arisen
which would constitute a material breach of any of the warranties
or undertakings provided by the Company in the Placing
Agreement;
(b) the obligations of the Co-Lead Managers under the Placing
Agreement in respect of the Firm Placing Shares having become
unconditional in all respects (save for the condition relating to
First Admission) and the Placing Agreement not having been
terminated by either of the Co-Lead Managers in accordance with its
terms;
(c) none of the Subscription Agreements having been terminated; and
(d) First Admission of the Firm Placing Shares taking place by
no later than 8.00 a.m. on or around 8 February 2023 (or such later
date as the Company may agree with the Co-Lead Managers).
The Second Placing and the Subscription are conditional, inter
alia, upon:
(a) First Admission of the Firm Placing Shares taking place by
no later than 8.00 a.m. on or around 8 February 2023 (or such later
date as the Company may agree with the Co-Lead Managers);
(b) Resolutions 1 and 2 being passed (without amendment) at the
General Meeting or any adjournment thereof;
(c) the obligations of the Co-Lead Managers under the Placing
Agreement in respect of the Conditional Placing Shares having
become unconditional in all respects (save for the condition
relating to Second Admission) and the Placing Agreement not having
been terminated by either of the Co-Lead Managers in accordance
with its terms;
(d) the completion of each of the Subscription Agreements,
except only as regards any condition relating to Second Admission
occurring, between the parties thereto without amendment; and
(e) Second Admission of the Conditional Placing Shares, the
Subscription Shares and the Open Offer Shares taking place by no
later than 8.00 a.m. on or around 27 February 2023 (or such later
date as the Company may agree with the Co-Lead Managers).
If any of the relevant conditions are not satis ed, the Firm
Placing Shares and/or the Conditional Placing Shares and the
Subscription Shares (as the case may be) will not be issued and any
monies received from the placees and subscribers will be returned
to them (at the placees' and subscribers' risk and without
interest) as soon as possible thereafter.
Other information relating to the Placing
The Placing Agreement contains customary warranties given by the
Company to the Co-Lead Managers as to matters relating to the
Company and its business and as to matters relevant to the Company
and an indemnity to the Co-Lead Managers in respect of liabilities
arising out of or in connection with the Placing and Open Offer.
The Placing Agreement also contains customary rights of termination
which could enable finnCap and/or Canaccord to terminate the
Placing in certain limited circumstances.
The Placing Shares and the Subscription Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares already in issue,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after the date of their issue.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM. It is expected that First Admission will become
effective and that dealings in the Firm Placing Shares will
commence at 8.00 a.m. on 8 February 2023.
Subject to the passing of Resolutions 1 and 2, it is expected
that Second Admission will become effective and that dealings in
the Conditional Placing Shares and the Subscription Shares will
commence at 8.00 a.m. on 27 February 2023.
8. Terms of the Open Offer
Structure
The Directors have considered the best way to structure the Open
Offer, having regard to, inter alia, the importance of pre--emption
rights to all Shareholders, the extent to which there are Overseas
Shareholders, the regulatory requirements applicable to companies
admitted to trading on AIM, cost implications and market risks.
After considering these factors, the Directors have concluded that
the most suitable structure for the Open Offer, for both the
Company and its Shareholders as a whole, is that the Open Offer be
made only to Qualifying Shareholders who are not resident or
located in any Restricted Jurisdiction.
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to approximately GBP0.4 million (before
expenses) (assuming full take up of the Open Offer) through the
issue of up to 7,760,852 Open Offer Shares.
The Open Offer is specifically structured to provide an
opportunity for participation in the Fundraising by the Company's
existing Shareholder base. Qualifying Shareholders should note that
Shareholders taking part in the Placing and the Subscription will
not be entitled to take part in the Open Offer and that therefore
the up to 7,760,852 Open Offer Shares, raising up to approximately
GBP0.4 million, are only available to a smaller pool of Existing
Ordinary Shareholders. If there are no applications under the
Excess Application Facility, not all of the GBP0.4 million will be
raised. The Excess Application Facility is part of the Open Offer
and not available to those taking part in the Placing and the
Subscription."
Principal terms of the Open Offer
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 5.1 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 58 Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be aggregated and be made
available under the Excess Application Facility.
Excess Application Facility
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their Basic Open Offer
Entitlement. Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions, including the
Restricted Jurisdictions, will not qualify to participate in the
Open Offer. The attention of Overseas Shareholders is drawn to
paragraph 6 of Part IV of this document.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Basic Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Basic Open Offer Entitlements. The Company
may satisfy valid applications for Excess Shares of applicants in
whole or in part but reserves the right not to satisfy any excess
above any Basic Open Offer Entitlement. Applications made under the
Excess Application Facility will be scaled back at the Company's
discretion if applications are received from Qualifying
Shareholders for more than the available number of Excess
Shares.
Application has been made for the Basic Open Offer Entitlements
to be admitted to CREST. It is expected that such Basic Open Offer
Entitlements will be credited to CREST on 7 February 2023. The
Basic Open Offer Entitlements will be enabled for settlement in
CREST until 11.00 a.m. on 21 February 2023. Applications through
the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue
of bona fide market claims. The Open Offer Shares must be paid in
full on application. The latest time and date for receipt of
completed Application Forms or CREST applications and payment in
respect of the Open Offer is 11.00 a.m. on 21 February 2023. The
Open Offer is not being made to certain Overseas Shareholders, as
set out in paragraph 6 of Part IV of this document.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part IV of this document and on the
accompanying Application Form.
Other information relating to the Open Offer
The Open Offer is conditional on the Second Placing becoming or
being declared unconditional in all respects and not being
terminated before Second Admission. Accordingly, if the conditions
to the Second Placing are not satisfied or waived (where capable of
waiver), the Open Offer will not proceed and the Open Offer Shares
will not be issued and all monies received by the Receiving Agent
will be returned to the applicants (at the applicant's risk and
without interest) as soon as possible thereafter. Any Basic Open
Offer Entitlements admitted to CREST will thereafter be
disabled.
The Open Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares already in issue, including the right to receive
all dividends and other distributions declared, made or paid in
respect of such shares after the date of their issue.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. Subject to the
passing of Resolutions 1 and 2, it is expected that Second
Admission of the Open Offer Shares will become effective and that
dealings in the Open Offer Shares will commence at 8.00 a.m. on 27
February 2023 at the same time as Second Admission of, and dealings
in, the Conditional Placing Shares and the Subscription Shares.
9. Action to be taken in respect of the Open Offer
Qualifying Non-CREST Shareholders wishing to apply for Open
Offer Shares or the Excess Shares must complete the enclosed
Application Form in accordance with the instructions set out in
paragraph 3.1 of Part IV of this document and on the accompanying
Application Form and return it to Link Group by post to Link Group,
Corporate Actions, 10(th) Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL or by hand (during normal office hours only)
to, Link Group, Corporate Actions, 10(th) Floor, Central Square, 29
Wellington Street, Leeds LS1 4DL, so as to arrive no later than
11.00 a.m. on 21 February 2023.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application
Form.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Basic
Open Offer Entitlements and Excess CREST Open Offer Entitlements
credited to their stock accounts in CREST. You should refer to the
procedure for application set out in paragraph 3.2 of Part IV of
this document. The relevant CREST instructions must have settled in
accordance with the instructions in paragraph 3.2(d) of Part IV of
this document by no later than 11.00 a.m. on 21 February 2023.
Qualifying CREST Shareholders who are CREST Sponsored members
should refer to their CREST Sponsors regarding the action to be
taken in connection with this document and the Open Offer.
10. Overseas Shareholders
Information for Overseas Shareholders who have registered
addresses outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom appears in
paragraph 6 of Part IV of this document, which sets out the
restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you pay particular attention to
that paragraph of this document.
11. Subscription by Directors and Directors' shareholdings
Peter Nieuwenhuizen, John R. Shaw and Laura Denner have agreed
to subscribe for the Subscription Shares. The number of
Subscription Shares subscribed for by each of these Directors
pursuant to the Subscription, and their resulting shareholdings of
all the Directors on Second Admission, are set out below:
Number
Number of Ordinary Percentage
Number Percentage of Subscription Shares of Enlarged
of Existing of existing Shares held on Share Capital
Ordinary issued subscribed Second on Second
Name Shares share capital for Admission Admission*
Peter Nieuwenhuizen 200,000 0.04% 795,644 995,644 0.15%
------------- --------------- ----------------- ------------- ---------------
John R. Shaw** 45,517,242 10.11% 79,564 53,922,124 7.96%
------------- --------------- ----------------- ------------- ---------------
Laura Denner 12,706,636 2.82% 79,564 12,786,200 1.89%
------------- --------------- ----------------- ------------- ---------------
Paul LeBlanc - - - - -
------------- --------------- ----------------- ------------- ---------------
* Assuming take--up in full of the Open Offer by Qualifying
Shareholders.
** Including Ordinary Shares held by Kensington Research
Holdings LLC, a corporation in which John Shaw is interested.
Including Ordinary Shares held by Kensington Research Holdings
LLC, a corporation in which John Shaw is interested and including
8,325,318 Ordinary Shares acquired pursuant to the Settlement
Agreement.
Each of the above Directors' participation in the Subscription
is conditional upon certain matters and events including, amongst
other things, the passing of Resolutions 1 and 2, the Placing
Agreement having become unconditional and Second Admission of the
Conditional Placing Shares, the Subscription Shares and the Open
Offer Shares becoming effective on or before 8.00 a.m. on 27
February 2023 (but in any event by no later than 8.00 a.m. on 10
March 2023).
12. Related Party Transactions
Certain Directors have agreed to subscribe for 954,772
Subscription Shares, namely Peter Nieuwenhuizen for 795,644
Subscription Shares, John R. Shaw for 79,564 Subscription Shares
and Laura Denner for 79,564 Subscription Shares at the Issue Price.
As Directors, they are each considered a related party of the
Company and their subscriptions for Subscription Shares under the
Subscription are considered related party transactions under the
AIM Rules for Companies.
John R. Shaw has agreed to enter into the Settlement Agreement
with, inter alia, the Company relating to the issue to him of
8,325,318 Contingent Consideration Shares in full and final
settlement of all rights to receive contingent consideration under
the Contingent Consideration and Merger Settlement Agreement.
Paul LeBlanc, as the independent Director on this matter, having
consulted with finnCap, the Company's nominated adviser, considers
that the participation by Peter Nieuwenhuizen, John R. Shaw and
Laura Denner in the Subscription is fair and reasonable in so far
as the Shareholders are concerned.
Peter Nieuwenhuizen, Laura Denner and Paul LeBlanc, as the
independent Directors on this matter, having consulted with
finnCap, the Company's nominated adviser, consider that the entry
by the Company into the Settlement Agreement with John R. Shaw is
fair and reasonable in so far as the Shareholders are
concerned.
13. Admission and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that First Admission will occur and dealings will commence
in the Firm Placing Shares and the Contingent Consideration Shares
on or around 8 February 2023 at 8.00 a.m. or such later date as the
Co-Lead Managers and the Company may agree, being not later than
8.00 a.m. on 10 March 2023).
It is expected that, subject to the passing of Resolutions 1 and
2 at the General Meeting, Second Admission will occur and dealings
in the Conditional Placing Shares, the Subscription Shares and the
Open Offer Shares will commence on or around 27 February 2023 at
8.00 a.m. or such later date as the Co-Lead Managers and the
Company may agree, being not later than 8.00 a.m. on 10 March
2023).
14. General Meeting
You will nd in Part V of this document the Notice convening the
General Meeting to be held at the offices of Fieldfisher LLP at
Riverbank House, 2 Swan Lane, London EC4R 3TT on 22 February 2023
at 11.00 a.m.
The purpose of the General Meeting is to consider and, if
thought appropriate, pass the following Resolutions:
Resolution 1 - ordinary resolution
(a) to allot Ordinary Shares and to grant rights to subscribe
for or to convert any security into Ordinary Shares up to an
aggregate nominal amount of GBP8,203,187.39 compromising:
(i) up to an aggregate nominal amount of GBP1,340,496.28
pursuant to the Second Placing;
(ii) up to an aggregate nominal amount of GBP9,547.72 pursuant to the Subscription;
(iii) up to an aggregate nominal amount of GBP77,608.52 pursuant to the Open Offer;
(iv) otherwise than under sub-paragraphs (i) to (iii) above, up
to an aggregate nominal amount of GBP2,258,511.62, representing
approximately one third of the Enlarged Share Capital; and
(v) otherwise than under sub-paragraphs (i) to (iv) above, up to
an aggregate nominal amount of GBP4,517,023.25, representing
approximately two thirds of the Enlarged Share Capital, (after
deducting from such amount the aggregate nominal amount of any
Ordinary Shares allotted and rights granted under sub-paragraph
(iv) above) in connection with a pre-emptive offer of Ordinary
Shares or rights where the Ordinary Shares or rights are offered
rst to existing holders of Ordinary Shares in proportion (as nearly
as may be practicable) to their existing holdings of Ordinary
Shares or to holders of other equity securities as may be required
by the rights attached to those securities.
Resolution 2 - special resolution
(b) subject to and conditional upon the passing of resolution 1,
to grant the Directors authority to allot equity securities under
the authority given by resolution 1 for cash free of the statutory
pre-emption rights which would otherwise apply, such authority to
be limited:
(i) to an aggregate nominal amount of GBP1,340,496.28 pursuant to the Second Placing;
(ii) to an aggregate nominal amount of GBP9,547.72 pursuant to the Subscription;
(iii) to an aggregate nominal amount of GBP77,608.52 pursuant to the Open Offer; and
(iv) otherwise than under sub-paragraphs (i) to (iii) above, to
the allotment of equity securities made in connection with an offer
by way of rights issue to holders of Ordinary Shares in proportion
(as nearly as may be practicable) to their existing holdings of
Ordinary Shares or to holders of other equity securities as may be
required by the rights attached to those securities.
Resolution 3 - special resolution
(c) subject to and conditional upon the passing of resolution 1,
that the Directors be authorised in addition to any authority
granted under resolution 2 to allot equity securities for cash free
of statutory pre-emption rights which would otherwise apply
(otherwise than in connection with the Second Placing, the
Subscription and the Open Offer or pursuant to a pre-emptive offer
of equity securities), up to an aggregate nominal amount of
GBP677,553.49, representing approximately 10 per cent. of the
Enlarged Share Capital, with a further disapplication for up to 2
per cent. to be used only for the purposes of a follow-on offer in
accordance with the Statement of Principles.
Resolution 4 - special resolution
(d) subject to and conditional upon the passing of resolution 1,
that the Directors be authorised in addition to any authorities
granted under resolutions 2 and 3 to allot equity securities for
cash free of statutory pre-emption rights which would otherwise
apply (otherwise than in connection with the Second Placing, the
Subscription and the Open Offer), up to an aggregate nominal amount
of GBP677,553.49, representing approximately 10 per cent. of the
Enlarged Share Capital for transactions which the Board determines
to be either an acquisition or a specified capital investment as
defined by the Statement of Principles, with a further
disapplication for up to 2 per cent. to be used only for the
purposes of a follow-on offer in accordance with the Statement of
Principles.
Resolutions 1 and 2 enable the Directors to effect the Second
Placing and the Subscription and to issue new Ordinary Shares up to
approximately two thirds of the Enlarged Share Capital (provided
that any amount in excess of one-third of the Enlarged Share
Capital may only be issued in connection with a rights issue).
Resolutions 3 and 4 enable the Directors to issue further
Ordinary Shares up to approximately 20 per cent. of the Enlarged
Share Capital for cash on a non-pre-emptive basis without requiring
further Shareholder approval. The Directors have no present
intention to exercise the powers referred to in Resolutions 3 and 4
to issue up to approximately 20 per cent. of the Enlarged Share
Capital for cash on a non-pre-emptive basis, but they consider
having them in place is necessary to retain exibility.
The Resolutions will expire on the earlier of either the
conclusion of the 2023 annual general meeting of the Company or the
date falling 15 months from the passing of those Resolutions.
Resolution 1 will be proposed as an ordinary resolution. For an
ordinary resolution to be passed, more than half of the votes cast
must be in favour of the resolution.
Resolutions 2, 3 and 4 will be proposed as special resolutions.
For a special resolution to be passed, at least three quarters of
the votes cast must be in favour of the resolution.
15. Action to be taken in respect of the General Meeting
You can vote in respect of your shareholding by attending the
General Meeting or by appointing one or more proxies to attend the
General Meeting and vote on your behalf. If you appoint a proxy,
you may still attend and vote at the General Meeting in person
should you decide to do so.
Whether or not you propose to attend the General Meeting in
person, you are requested to appoint a proxy who will be able to
vote for you if you are prevented from attending.
Proxies may be appointed by either:
-- completing and returning the enclosed Form of Proxy; or
-- using the CREST electronic proxy appointment service (for CREST members only).
In either case, the completion of a form of proxy should reach
the Company's registrars, Link Group, PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL by no later than 11.00 a.m. on 20
February 2023. Please refer to the Notes to the Notice and the
enclosed Form of Proxy for detailed instructions.
The attention of Shareholders is drawn to paragraph 17 ,
including the voting intentions of the Directors, as set out
below.
16. Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from Directors and management who hold,
in aggregate, 58,423,878 Ordinary Shares, representing 12.98 per
cent. of the Existing Ordinary Shares.
17. Importance of the Vote and Recommendation
The Directors believe that the Fundraising will promote the
success of the Company for the bene t of the Shareholders as a
whole. Accordingly, the Directors unanimously recommend that you
vote in favour of the Resolutions proposed at the General Meeting,
as they intend to do in respect of their legal and/or bene cial
holdings, amounting, in aggregate to 58,423,878 Ordinary Shares,
representing approximately 12.98 per cent. of the share capital of
the Company as at the date of this document.
Shareholders are reminded that the Fundraising (other than the
First Placing) is conditional, amongst other things, on the passing
of Resolutions 1 and 2 to be proposed at the General Meeting.
Should Resolutions 1 and 2 not be passed, the Fundraising (other
than the First Placing) will not proceed and all subscription
monies will be returned to investors.
Yours faithfully
Peter Nieuwenhuizen
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6.00 p.m. on 1 February
2023
Announcement of the Fundraising 7.00 a.m. on 3 February
2023
Existing Ordinary Shares marked "ex" by 8.00 a.m. on 6 February
the London Stock Exchange 2023
Publication and despatch of this document, 6 February 2023
the Form of Proxy and, to Qualifying Non-CREST
Shareholders, the Application Form
Basic Open Offer Entitlements and Excess 7 February 2023
Open Offer Entitlements credited to CREST
stock accounts of Qualifying CREST Shareholders
First Admission of the Firm Placing Shares 8.00 a.m. on 8 February
to trading on AIM and commencement of dealings
CREST accounts to be credited for Firm 8.00 a.m. on 8 February
Placing Shares to be held in uncerti cated 2023
form
Latest recommended time and date for requesting 4.30 p.m. on 15 February
withdrawal of Basic Open Offer Entitlements 2023
and Excess CREST Open Offer Entitlements
from CREST
Latest time and date for depositing Basic 3.00 p.m. on 16 February
Open Offer Entitlements and Excess CREST 2023
Open Offer Entitlements in CREST
Latest time and date for splitting of Application 3.00 p.m. on 17 February
Forms under the Open Offer (to satisfy 2023
bona fide market claims)
Latest time and date for receipt of Forms 11.00 a.m. on 20 February
of Proxy from Shareholders 2023
Latest time and date for receipt of completed 11.00 a.m. on 21 February
Application Forms and payment in full from 2023
Qualifying Shareholders under the Open
Offer and settlement of relevant CREST
instructions (as appropriate)
General Meeting 11.00 a.m. on 22 February
2023
Results of the General Meeting and the 22 February 2023
Open Offer announced
Second Admission of the Conditional Placing 8.00 a.m. on 27 February
Shares, the Subscription Shares and the 2023
Open Offer Shares to trading on AIM and
commencement of dealings
CREST accounts to be credited for Conditional 8.00 a.m. on 27 February
Placing Shares, the Subscription Shares 2023
and the Open Offer Shares to be held in
uncerti cated form
Dispatch of de nitive share certi cates on 6 March 2023
for New Ordinary Shares to be held in certi
cated form
The Company reserves the right to alter the dates and times
referred to above and to accept applications under the Open Offer
at any time prior to 5.00 p.m. on 21 February 2023. If any of the
dates and times referred to above are altered by the Company, the
revised dates and times will be announced through a Regulatory
Information Service without delay.
PLACING, SUBSCRIPTION AND OPEN OFFER STATISTICS
Issue Price 5.1 pence
Number of Existing Ordinary Shares in issue
at the date of this document 450,129,425
Number of Firm Placing Shares to be issued
by the Company pursuant to the First Placing 67,519,000
Number of Conditional Placing Shares to be
issued by the Company pursuant to the Second
Placing 133,094,856
Number of Subscription Shares to be issued
by the Company pursuant to the Subscription 954,772
Basic Open Offer Entitlement 1 Open Offer Share
for every 58 Existing
Ordinary Shares
Number of Open Offer Shares (in aggregate) up to 7,760,852
Total number of New Ordinary Shares (comprising
the Placing Shares, the Subscription Shares
and the Open Offer Shares*) to be issued by
the Company 209,329,480
Total gross proceeds receivable by the Company approximately GBP10.2
pursuant to the Placing of the Placing Shares million
Total gross proceeds receivable by the Company approximately GBP0.05
pursuant to the Subscription of the Subscription million
Shares
Total gross proceeds receivable by the Company up to GBP0.4 million
pursuant to the Open Offer of the Open Offer
Shares*
Number of Contingent Consideration Shares 18,094,582
Number of Ordinary Shares in issue immediately
following Second Admission** 677,553,487
Approximate market capitalisation of the Company GBP34.6 million
at Second Admission at the Issue Price**
Percentage of the Enlarged Share Capital represented 30.1 per cent
by the New Ordinary Shares**
Ordinary Share ISIN GB00B84LVH87
SEDOL B84LVH8
Basic Open Offer Entitlements ISIN GB00BQB34P20
Basic Open Offer Entitlements SEDOL BQB34P2
Excess Open Offer Entitlements ISIN GB00BQB34Q37
Excess Open Offer Entitlements SEDOL BQB34Q3
* Assuming take-up in full of the Open Offer by Qualifying
Shareholders.
** Assuming take-up in full of the Open Offer by Qualifying
Shareholders and including the issue of the Contingent
Consideration Shares.
_________
Notes:
(a) Unless otherwise speci ed, references in this document to time are to London time.
(b) The times and dates above are indicative only. If there is
any change, revised times and dates will be noti ed to Shareholders
by means of an announcement through a Regulatory Information
Service.
(c) All references in this document to "pounds sterling",
"sterling", "GBP", "pence" or "p" are to the lawful currency of the
United Kingdom.
(d) All references in this document to "dollar" or "$" are to
the lawful currency of the United States
DEFINITIONS
The following de nitions are used in this announcement and will
be used in the Circular, unless the context otherwise requires:
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange, as amended
from time to time
"Application Form" the application form accompanying this
document to be used by Qualifying Non-CREST
Shareholders in connection with the
Open Offer
"Articles" the articles of association of the Company
"Basic Open Offer Entitlement" the individual entitlements of Qualifying
Shareholders to subscribe for Open Offer
Shares allocated to Qualifying Shareholders
pursuant to the Open Offer
"Board" the board of directors of the Company
"Business Day" any day (other than a Saturday or Sunday)
upon which commercial banks are open
for business in London, UK
"Canaccord" Canaccord Genuity Limited
"certi cated" or "in an Ordinary Share which is not in uncerti
certi cated form" cated form (that is, not in CREST)
"Closing Price" the closing middle market quotation
of an Ordinary Share
"Co-Lead Managers" together, finnCap and Canaccord
"Companies Act" the Companies Act 2006, as amended
"Company" or "Itaconix" Itaconix plc, a public limited company
(incorporated and registered in England
and Wales with registered number 08024489)
whose registered of ce is at c/o Field
sher LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT
"Conditional Placing 133,094,856 new Ordinary Shares to be
Shares" issued in connection with the Second
Placing
"Contingent Consideration the conditional agreement dated 12 July
and Merger Settlement 2018 entered into by the Company, Itaconix
Agreement" Corporation, John R. Shaw and the Contingent
Consideration Payees
"Contingent Consideration Kensington Research Holdings LLC (a
Payees" corporation in which John Shaw is interested),
Yvon Durant and David Shaw
"Contingent Consideration John Shaw (in place of Kensington Research
Recipients" Holdings LLC, a corporation in which
he is interested), Hamilton Clark Sustainable
Capital, Inc., Yvon Durant and David
Shaw
"Contingent Consideration the 18,094,582 new Ordinary Shares which
Shares" are to be issued to the Contingent Consideration
Payees pursuant to the Settlement Agreement
"CREST" the computerised settlement system operated
by Euroclear which facilitates the transferring
of title to shares in uncerti cated
form
"CREST Manual" the CREST Manual, as published by Euroclear,
as amended
"CREST Regulations" the Uncerti cated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
"CREST Sponsor" a direct member of CREST under the CREST
Regulations
"Directors" the directors of the Company whose names
are set out in this document
"Enlarged Share Capital" the 677,553,487 Ordinary Shares in issue
on Second Admission, including the Placing
Shares, the Subscription Shares, the
Open Offer Shares and the Contingent
Consideration Shares (assuming take--up
in full of the Open Offer by Qualifying
Shareholders)
"Euroclear" Euroclear UK & International Limited
"Excess Application Facility" the arrangement pursuant to which Qualifying
Shareholders may apply for additional
Open Offer Shares in excess of their
Basic Open Offer Entitlement in accordance
with the terms and conditions of the
Open Offer
"Excess CREST Open Offer in respect of each Qualifying CREST
Entitlements" Shareholder, the entitlement (in addition
to his Basic Open Offer Entitlement)
to apply for Open Offer Shares pursuant
to the Excess Application Facility,
which is conditional on him taking up
his Basic Open Offer Entitlement in
full and which may be subject to scaling
back in accordance with the provisions
of this document
"Excess Open Offer Entitlements" an entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer
Shares in addition to his Basic Open
Offer Entitlement pursuant to the Excess
Application Facility which is conditional
on him taking up his Basic Open Offer
Entitlement in full and which may be
subject to scaling back in accordance
with the provisions of this document
"Excess Shares" Open Offer Shares which are not taken
up by Qualifying Shareholders pursuant
their Basic Open Offer Entitlement and
which are offered to Qualifying Shareholders
under the Excess Application Facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m.
on 6 February 2023
"Existing Ordinary Shares" the 450,129,425 Ordinary Shares in issue
as at the date of this document
"FCA" the Financial Conduct Authority
"finnCap" finnCap Ltd
"First Admission" the admission of the Firm Placing Shares
and the Contingent Consideration Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"First Placing" the conditional placing of the Firm
Placing Shares at the Issue Price pursuant
to the Placing Agreement
"Firm Placing Shares" 67,519,000 new Ordinary Shares to be
issued in connection with the First
Placing
"Form of Proxy" the form of proxy for use at the General
Meeting and enclosed with this document
"FSMA" the Financial Services and Markets Act
2000, as amended
"Fundraising" the Placing, the Subscription and the
Open Offer
"General Meeting" the general meeting of the Shareholders
to be held at 11.00 a.m. on 22 February
2023 or any adjournment thereof, notice
of which is set out in Part V of this
document
"Group" the Company and its subsidiary undertakings
(as de ned in the Companies Act)
"Issue Price" 5.1 pence per Placing Share, Subscription
Share or Open Offer Share (as the case
may be)
"Link Group" a trading name of Link Market Services
Limited
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU/596/2014)
as it forms part of the domestic law
of England and Wales by virtue of the
European Union (Withdrawal) Act 2018
"Merger Agreement" the agreement and plan of merger dated
as of 20 June 2016 relating to the acquisition
by the Company of Itaconix Corporation
by way of merger with Revolymer (U.S.)
Inc.
"New Ordinary Shares" the Placing Shares, the Subscription
Shares and the Open Offer Shares
"Notice" the notice of General Meeting set out
at the end of this document
"Of cial List" the of cial list of the FCA in its capacity
as the UK Listing Authority
"Open Offer" the conditional invitation by the Company
to Qualifying Shareholders to apply
to subscribe for the Open Offer Shares
at the Issue Price on the terms and
subject to the conditions set out in
this document and, in the case of Qualifying
Non-CREST Shareholders, in the Application
Form
"Open Offer Shares" the 7,760,852 new Ordinary Shares to
be offered by the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of 1 pence each
in the capital of the Company
"Overseas Shareholders" all Shareholders resident outside of
the United Kingdom including those in
a Restricted Jurisdiction
"Placing" the First Placing and the Second Placing
"Placing Agreement" the conditional agreement dated 3 February
2023 between the Company and the Co-Lead
Managers relating to the Placing and
Open Offer
"Placing Shares" the Firm Placing Shares and the Conditional
Placing Shares
"Prospectus Regulation the rules made by the FCA under Part
Rules" VI of FSMA in relation to offers of
transferable securities to the public
and admission of transferable securities
to trading on a regulated market
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date but excluding any
Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
"Receiving Agent" Link Group, Corporate Actions, 10th
Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL
"Record Date" 6.00 p.m. on 1 February 2023
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website,
http://www.fca.org.uk/
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
"Restricted Jurisdiction" the United States of America, Australia,
Canada, the Republic of South Africa,
Russia, New Zealand, Japan or any other
jurisdiction where the Open Offer Shares
may not be offered, sold, taken up,
delivered or transferred into or from
"Second Admission" the admission of the Conditional Placing
Shares, the Subscription Shares and
the Open Offer Shares to trading on
AIM becoming effective in accordance
with the AIM Rules
"Second Placing" the conditional placing of the Conditional
Placing Shares at the Issue Price pursuant
to the Placing Agreement
"Settlement Agreement" the agreement dated 3 February 2023
entered into by the Company, Itaconix
Corporation, John R. Shaw, Hamilton
Sustainable Capital, Inc. and the Contingent
Consideration Payees terminating the
Contingent Consideration and Merger
Settlement Agreement and the Merger
Agreement
"Shareholders" holders from time to time of Ordinary
Shares
"Statement of Principles" the Pre-Emption Group's statement of
principles on disapplying pre-emption
rights dated November 2022
"sterling", "pounds sterling", the lawful currency of the United Kingdom
"GBP", "pence" or "p"
"Subscription" the conditional subscription of the
Subscription Shares at the Issue Price
by Peter Nieuwenhuizen, John R. Shaw
and Laura Denner
"Subscription Shares" 954,772 new Ordinary Shares to be issued
to certain Directors in connection with
the Subscription
"uncerti cated" or "in recorded on a register of securities
uncerti cated form" maintained by Euroclear in accordance
with the CREST Regulations as being
in uncerti cated form in CREST and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"UK Prospectus Regulation" regulation (EU) No 2017/1129 of the
European Parliament and of the Council
as it forms part of the domestic law
of England and Wales by virtue of the
European Union (Withdrawal) Act 2018
"United States" or "US" the United States of America, its territories,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political subdivision
thereof
"US Person" has the meaning ascribed to that term
in Regulation S under the US Securities
Act
"US Securities Act" the US Securities Act of 1933, as amended
The information set out below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John R. Shaw
--------------------------------- ------------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
--------------------------------- ------------------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------
a) Name Itaconix plc
--------------------------------- ------------------------------------------------------
b) LEI 213800OKA3GOCK2ZA496
--------------------------------- ------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-----------------------------------------------------------------------------------------
a) Description Ordinary shares of 1 pence each
of the financial
instrument,
type of instrument
Identification
code
b) Nature of the New shares issue under contingent consideration
transaction agreement
--------------------------------- ------------------------------------------------------
c) Price(s) and
volume(s)
------------------------ -------------------------
Price(s) Volume(s)
------------------------ -------------------------
5.177
pence 8, 325,318
--------------------------------------------------------------- -------------------------
d) Aggregated n/a - single transaction
information
- Aggregated
volume
- Price
e) Date of the 03/02/23
transaction
--------------------------------- ------------------------------------------------------
f) Place of the Outside a trading venue
transaction
--------------------------------- ------------------------------------------------------
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dr Yvon Durant,
---------------------------------- ------------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------------
a) Position/status Chief Technology Officer
---------------------------------- ------------------------------------------------------
b) Initial notification Initial notification
/Amendment
---------------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------------
a) Name Itaconix plc
---------------------------------- ------------------------------------------------------
b) LEI 213800OKA3GOCK2ZA496
---------------------------------- ------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------------------------------------------------------------------------------------------
a) Description Ordinary shares of 1 pence each
of the financial
instrument,
type of instrument
Identification
code
b) Nature of the New shares issue under contingent consideration
transaction agreement
---------------------------------- ------------------------------------------------------
c) Price(s) and
volume(s)
------------------------- ------------------------
Price(s) Volume(s)
------------------------- ------------------------
5.177
pence 1,936,120
----------------------------------------------------------------- ------------------------
d) Aggregated n/a - single transaction
information
- Aggregated
volume
- Price
e) Date of the 03/03/23
transaction
---------------------------------- ------------------------------------------------------
f) Place of the Outside a trading venue
transaction
---------------------------------- ------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
FURNKNBPBBKKPBK
(END) Dow Jones Newswires
February 03, 2023 02:00 ET (07:00 GMT)
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