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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Abingdon Health Plc | LSE:ABDX | London | Ordinary Share | GB00BLF79J41 | ORD 0.025P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 10.50 | 10.00 | 11.00 | 10.50 | 10.075 | 10.50 | 43,322 | 08:00:29 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Chemicals & Chem Preps, Nec | 4.05M | -3.45M | -0.0284 | -3.70 | 12.78M |
From Apr 2021 to Apr 2024
TIDMABDX
RNS Number : 1227U
Abingdon Health PLC
01 December 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ABINGDON HEALTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ABINGDON HEALTH PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMED BY THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 December 2021
Abingdon Health plc
("Abingdon Health", the "Group" or the "Company")
Proposed Placing, Subscription, Open Offer and PrimaryBid Offer
to raise, in aggregate, no less than GBP4.0 million
York, U.K. 1 December 2021: Abingdon Health plc (AIM: ABDX), a leading international developer and manufacturer of high quality and effective rapid tests, announces a proposed placing (the "Placing"), via an accelerated bookbuild (the "Bookbuild" or "Bookbuild Process"), of new ordinary shares of 0.025 pence ("Ordinary Shares") in the capital of the Company.
The Placing will be conducted at a price of 25.0 pence per share (the " Issue Price "). The Placing will comprise the issue of no less than 14,800,000 new Ordinary Shares (the "Placing Shares"), representing no less than 15.5 per cent of the existing issued ordinary share capital of the Company. The Placing includes the participation of certain of the Company's directors, who intend to subscribe for 1,999,599 Placing Shares, raising approximately GBP0.5 million of the GBP3.7 million minimum gross proceeds of the Placing (before expenses).
In addition to the Placing, certain of the Company's Shareholders intend to subscribe for 1,200,000 new Ordinary Shares (the "Subscription Shares") at the Issue Price, to raise further gross proceed for the Company of GBP300,000 (the "Subscription"). Together, the Placing and the Subscription will raise aggregate gross proceeds of no less than GBP4.0 million for the Company.
Qualifying Shareholders will be offered the opportunity to subscribe for an aggregate of up to 4,000,000 new Ordinary Shares through an open offer at the Issue Price (the "Open Offer Shares") to raise up to approximately GBP1.0 million (before expenses) (the "Open Offer").
There will also be an offer of new Ordinary Shares to be made by the Company via the PrimaryBid platform (the "PrimaryBid Shares" and, together with the Placing Shares, the Subscription Shares and the Open Offer Shares, the "New Ordinary Shares") at the Issue Price (the "PrimaryBid Offer", together with the Placing, the Subscription and the Open Offer, the "Fundraising"), to provide retail investors with an opportunity to participate in the Fundraising. A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The Placing is not conditional upon either the Open Offer or the PrimaryBid Offer. The PrimaryBid Offer will close on completion of the Bookbuild Process.
Capitalised terms used in this announcement including the appendix (the "Appendix", together, the "Announcement")) have the meanings given to them in the section headed "Definitions" at the end of this Announcement, unless the context provides otherwise.
Highlights
-- Proposed Placing of no less than 14,800,000 Placing Shares at a price of 25.0 pence per share to raise gross proceeds of no less than GBP3.7 million.
-- The Company reserves the right to increase the size of the Placing up to no more than 22,800,000 Placing Shares, to raise gross proceeds of no more than GBP5.7 million.
-- Proposed Subscription for 1,200,000 Subscription Shares at the Issue Price, to raise gross proceeds of GBP0.3 million.
-- GBP2.7 million of the gross proceeds of the Placing and the GBP0.3 million gross proceeds from the Subscription (before expenses) will be used in the first instance to cover, as previously notified, a working capital shortfall expected to arise in the first quarter of 2022.
-- The Company will also invest up to a further GBP3 million gross proceeds of the Placing in product research and development initiatives to capitalise on growth opportunities in the area of infectious disease. These areas include Flu testing, Hepatitis C and Lyme disease.
-- The Placing is to be conducted by way of an accelerated bookbuild process by Singer Capital Markets which will be launched in accordance with the Terms and Conditions set out in the Appendix to this Announcement, immediately following this Announcement (as defined below).
-- The Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 4,000,000 Open Offer Shares at the Issue Price, to raise up to GBP1.0 million (before expenses), on the basis of 1 Open Offer Share for every 23.925 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.
-- The Company also wishes to provide retail investors with an opportunity to participate in the equity fundraise at the same price as institutions and is therefore seeking to raise up to GBP0.5 million via the PrimaryBid Offer.
-- The Issue Price of 25.0 pence represents a discount of 34.2 per cent. to the closing mid-market price of 38 pence per Ordinary Share on 30 November 2021, being the last practicable trading day prior to release of this Announcement.
-- The Placing is being conducted in two tranches. The Company intends to issue 4,784,955 Placing Shares (the "First Placing Shares") under the existing authorities to allot equity securities granted at the Company's general meeting on 16 November 2020, raising gross proceeds of approximately GBP1.2 million for the Company. The First Placing Shares are expected to be admitted to trading on AIM on or around 3 December 2021 ("First Admission"). The Company intends to issue no less than a further 10,015,045 Placing Shares (the "Second Placing Shares"), raising gross proceeds of no less than approximately GBP2.5 million. The Second Placing Shares (together with the Subscription Shares, the Open Offer Shares and the PrimaryBid Shares) are expected to be admitted to trading on AIM on or around 21 December 2021 ("Second Admission").
-- Certain of the Company's directors intend to participate in the Second Placing through a subscription for 1,999,599 Second Placing Shares, raising approximately GBP0.5 million of the total gross proceeds of the Second Placing. One of the Company's other Shareholders intends to subscribe for 1,200,000 Subscription Shares, raising GBP0.3 million of further gross proceeds for the Company.
-- Admission of the First Placing Shares is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. Admission of the Second Placing Shares, the Subscription Shares, the Open Offer Shares and the PrimaryBid Shares is also conditional, inter alia, upon the approval of the Company's ordinary shareholders (the "Shareholders") at a general meeting to be held at 10:30 a.m. on 20 December 2021 at the offices of Abingdon Health plc, York Biotech Campus, Sand Hutton, York, YO41 1LZ (the "General Meeting"). The notice convening the General Meeting will be set out in a circular (the "Circular") expected to be sent to Shareholders on or around 2 December 2021.
-- The final number of Placing Shares to be placed will be determined by Singer Capital Markets, in consultation with the Company, at the close of the Bookbuild Process and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild Process and the allocation of the Placing Shares thereunder, will be determined by Singer Capital Markets in consultation with the Company.
-- Neither the Placing nor the Subscription, the Open Offer or the PrimaryBid Offer is being underwritten (in whole or in part) by Singer Capital Markets or any other person.
-- The Company today announces that the Company has now achieved registration for the AbC-19TM rapid test in Saudi Arabia and is in discussions with its in-country distribution partner on possible orders.
-- The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
Further details of the Placing will be set out in an announcement to be made on the closing of the Placing, expected to be later today.
This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in the Appendix.
Expected Timetable of Principal Events
Hot Features
Premium
2021
Record Date for entitlement under the Open Offer 30 November
Announcement of the Fundraising 7.00 a.m. on 1 December
Announcement of the results of the Placing, the 1 December
Subscription and the PrimaryBid Offer
Publication and posting of the Circular, Form of 2 December
Proxy and, to Qualifying Non-Crest Shareholders,
the Application Form
Ex-Entitlement date of the Open Offer 2 December
Open Offer Entitlements and Excess Open Offer Entitlements 3 December
credited to stock accounts in CREST of Qualifying
CREST Shareholders
Admission of the First Placing Shares to trading 8 a.m. on 3 December
on AIM and commencement of dealings
Where applicable, expected date for CREST accounts 3 December
to be credited in respect of First Placing Shares
in uncertificated form
Latest recommended time and date for requested withdrawal 4.30 p.m. on 13
of Basic Open Offer Entitlements December
Latest time and date for depositing Open Offer Entitlements 3.00 p.m. on 14
in CREST December
Latest time and date for splitting of Application 3.00 p.m. on 15
Forms under the Open Offer December
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 16
and CREST voting instructions December
Latest time and date for receipt of Application 11.00 a.m. on 17
Forms and payment in full under the Open Offer and December
settlement of relevant CREST instructions (as appropriate)
Where applicable, expected date for dispatch of 17 December
definitive share certificates for First Placing
Shares in certificated form
General Meeting 10.30 a.m. 20 December
Results of the General Meeting and the Open Offer 20 December
announced
Admission of the Second Admission Shares to trading 8 a.m. on 21 December
on AIM and commencement of dealings
Where applicable, expected date for CREST accounts 21 December
to be credited in respect of Second Admission Shares
in uncertificated form
Where applicable, expected date for dispatch of 6 January 2022
definitive share certificates for Second Admission
Shares in certificated form
Enquiries:
Abingdon Health plc www.abingdonhealth.com/investors/ Chris Yates, Chief Executive Officer Via Walbrook PR Melanie Ross , Chief Financial Officer Chris Hand, Non-Executive Chairman Singer Capital Markets Securities Limited Tel: +44 (0)20 7496 3000 (Sole Bookrunner and Broker) Singer Capital Markets Advisory LLP (Nominated Adviser) Shaun Dobson, Peter Steel, Alex Bond (Corporate Finance) Tom Salvesen (Corporate Broking) Walbrook PR Limited Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com Paul McManus / Phillip Mob: +44 (0)7980 541 893 / +44 (0)77867 984 Marriage 082 Alice Woodings Mob: +44 (0)7407 804 654
About Abingdon Health
Abingdon Health is a world leading developer and manufacturer of high-quality rapid tests across all industry sectors, including healthcare and COVID-19. Abingdon Health is the partner of choice for a growing global customer base and takes projects from initial concept through to routine and large-scale manufacturing and has also developed and marketed its own labelled tests.
The Company offers product development, regulatory support, technology transfer and manufacturing services for customers looking to develop new assays or transfer existing laboratory-based assays to a lateral flow format. Abingdon Health aims to support the increase in need for rapid results across many industries and locations and produces lateral flow tests in areas such as infectious disease, clinical testing including companion diagnostics, animal health and environmental testing. Faster access to results allows for rapid decision making, targeted intervention and can support better outcomes. This ability has a significant role to play in improving life across the world. To support this aim Abingdon Health has also developed AppDx(R) , a customisable image capturing technology that transforms a smartphone into a self-sufficient, standalone lateral-flow reader.
Founded in 2008, Abingdon Health is headquartered in York, England.
For more information visit: www.abingdonhealth.com
FURTHER INFORMATION
Background to the Fundraising
Overview
The Company was admitted to trading on AIM in December 2020. The net proceeds of the IPO were designated to support further investment in the Group's operations, principally to build out its automated capacity at both its York and Doncaster sites. The rationale for this expansion was driven by the growth in the lateral flow market initially due to the impact of the COVID-19 pandemic and the anticipated demand for both antigen and antibody testing.
In the post-IPO period, the Company has used the funds raised at IPO to execute its capital expenditure expansion plan and increase employee headcount in accordance with the plans outlined in the Company's Admission Document. Cash outflows in the period since IPO have been exacerbated by non-payment by DHSC of amounts owing for the supply of 1 million AbC-19(TM) Rapid Tests ("AbC-19") and the procurement, on behalf of DHSC, of components to make up to a further 9 million AbC-19(TM) rapid tests. As at 29 November 2021 the amount overdue is GBP8.45m. As outlined in further detail below, the Company is in discussions with DHSC to settle the outstanding amount and has reached a non- binding agreement in principle with DHSC for the collection of a substantial amount of the overdue amounts owed.
Commercial and Operational Progress Since IPO
COVID-19 antibody testing
The Company's AbC-19(TM) rapid test has been CE-marked and made available for sale in the UK since July 2020. The Company and the test are both included on the MHRA's register of medical devices. Following DHSC's decision not to procure further tests beyond the 1 million already supplied, the Company has subsequently focused on securing distributors (and securing local approvals) in order to commercialise the test in international territories. Much of the focus of the UK and US Governments to date has been on the use of PCR laboratory testing and lateral flow antigen testing to support the identification of those with COVID-19 infection. The Directors believe that there continues to be an opportunity for antibody testing in order to determine an individual's immune status and determine, for example, whether they require a vaccine booster jab. The AbC-19 test is CE marked for professional use only and Abingdon Health is actively marketing the test both in the UK and internationally.
In addition, in July 2021, Abingdon Health announced that it had signed an exclusive manufacturing agreement with BioSure (UK) Limited ("BioSure"), a company specialising in the provision of rapid in-vitro diagnostic testing solutions, for the manufacture of BioSure's COVID-19 IgG antibody self-test. This test, for which BioSure is the legal manufacturer, has been CE marked specifically for self- testing. The test uses a fraction of a drop of finger-prick blood (2.5uL) with results displayed in 20 minutes.
Both tests allow individuals to know and monitor their own antibody status pre-vaccination, post vaccination and following infection with the SARS-CoV-2 virus. The Directors believe that the tests will be particularly useful as populations worldwide continue to be vaccinated to monitor the effectiveness of an individual's immunity status. This will have utility alongside potential booster vaccinations.
COVID-19 antigen testing
The Company has made recent progress in relation to two projects involving scale-up and technical transfer to manufacture. Avacta plc's AffiDX(R) SARS-CoV-2 antigen lateral flow test is being validated to allow commercial product to be manufactured and released by Abingdon Health. Avacta have indicated that they may require the Company to produce between one and two million tests per month. The transfer process, which involves scale-up of processes and manufacture of three production-scale manufacturing runs, is progressing well and due for completion in this calendar year. A significant order for post-technical transfer production has been received from Avacta.
The Vatic KnowNow(TM) rapid antigen test, is a UK designed test developed by Vatic Health Limited ("Vatic"), and will be manufactured by Abingdon Health. An initial purchase order has been received for 600,000 tests and Vatic have previously stated that demand could reasonably increase to two million tests per month and ultimately reach 100 million per annum.
It is the Directors' belief that the opportunity for COVID-19 antigen testing both in the UK and internationally will remain for the foreseeable future.
Non-COVID-19 Contract Service Opportunity
Whilst Abingdon Health's current contract development focus is on bringing a number of COVID-19 contract service products through technical transfer and into manufacture, Abingdon Health has a pipeline of other non-COVID-19 contract service opportunities that it will look to bring through technical transfer and into manufacture in due course. These cover a range of other infectious disease areas, other clinical and animal health tests and Abingdon Health's focus is on identified contract service opportunities that are at or near full design freeze (where all design work is complete and the product is capable of scalable manufacture) and can be transferred through technical transfer in a relatively short period of time and then into manufacture. According to MarketsandMarkets the non-COVID-19 lateral flow assay market (including readers) was worth approximately $7bn per annum in 2020 and is forecast to grow by 45 per cent. to $10bn by 2025.
Non-COVID-19 Self-Testing Opportunity
Abingdon Health also continues to explore opportunities to broaden its portfolio of products within other areas of the infectious disease market with a focus on self-testing. The Directors believe that the implementation of widespread lateral flow testing for COVID-19 may act as a catalyst for the broader expansion of lateral flow self-testing initially into other areas of the infectious disease assay market. To that end Abingdon Health is leveraging its development, manufacturing and commercial expertise in collaborating with a commercial partner on the development of a Hepatitis C lateral flow self-test. According to MarketsandMarkets, the Hepatitis C testing market is currently worth $245m per annum and the Directors believe that there is an opportunity for a self-test for Hepatitis C that would have utility both in the developed and developing markets. Globally, an estimated 58 million people have chronic hepatitis C virus infection, with about 1.5 million new infections occurring per year and overall an estimated 21 per cent. (15.2 million) knew their diagnosis (Source: WHO). Abingdon Health is also actively considering the development of a number of other infectious disease lateral flow self-test product opportunities and would seek to pursue the development of these subject to the fundraise.
DHSC
The Good Law Project ("GLP") is currently engaged in judicial review proceedings brought against the Secretary of State for Health and Social Care, which is due to be heard in May 2022. DHSC is resisting the claims by the GLP. It is noted that the Group is an interested party, not a defendant in this case. The Group set out on its website on 9 August 2021 its detailed Grounds of Resistance as well as publishing a letter issued to the GLP via their solicitors, which corrected factual inaccuracies the GLP had continued to publish as part of its case. The Group continues to engage in this process to ensure that its reputation and good standing are not impugned and to ensure accurate information is made available to the judicial review.
As notified in its Results Statement, the Group is owed GBP8.45m by DHSC for a combination of tests delivered (circa GBP5.2m) and components bought on behalf of DHSC (circa GBP3.3m). Further detail is provided in Note 5 of the Results Statement. The Group believes that there are no legal grounds as to why these monies are not being paid in full and as such is following the Dispute Resolution Process as outlined in the contracts with DHSC. There have been two separate meetings with DHSC in an effort to find a resolution through mediation to this issue. During the second mediation meeting, both parties reached a non-binding agreement in principle which would, if concluded, lead to the outstanding monies being substantially collected and resolve all outstanding disputes with DHSC.
The delay in these monies being paid has had a material impact on the Group, as previously announced to the market and has led the Board to conclude that there is a material uncertainty in relation to the going concern of the Group in the near term, linked to the non-recovery of these funds in line with the contractual obligations. The Board looks forward to the conclusion of the dispute resolution process in due course so that the Company can focus efforts on building its business, creating jobs in the Northern Powerhouse region and supporting its customers' innovation and growth plans.
Whilst the Board is pleased with the recent progress of the Company's mediation meetings with DHSC, it still has no visibility over whether and when any payment might be made. Therefore, the Company is now at a juncture where it is required to strengthen its balance sheet in order to support its day to day working capital requirements as well as provide additional funding to support its growth ambitions.
Reasons for the Fundraising and Use of Proceeds
Working Capital Funding
The Company is seeking to raise additional funding such that it has the working capital available ahead of scaling up manufacturing for Avacta and Vatic and to fund new product development in other areas.
Both the Avacta and Vatic antigen tests will require an element of working capital given the anticipated manufacturing volumes. In addition, the failure of DHSC to pay the outstanding balances has put pressure on the Group's cash position, with remedial action taken during 2021 including the requirement to lose through redundancy and otherwise a number of valued and committed employees. The Group could take further action aimed at conserving cash, albeit the Board is reluctant to take such measures, as these would have an adverse impact on the Group's longer-term prospects and result in forgoing growth opportunities which the Board believes would deliver value to the Company's shareholders.
Given the Board's growth plans for the Group and non payment of monies by DHSC, the Board anticipates that a working capital shortfall could arise during the first quarter of 2022 if sufficient amounts from the DHSC are not collected by then. The Board is therefore seeking to allocate GBP3 million of the gross proceeds of the Placing and the Subscription to supporting the working capital requirements of the Company, including the need to invest in components to support the requirement of contract service customers such as Vatic and Avacta.
Funding Additional Growth Opportunities
The Company has also identified a number of lateral flow self-test development opportunities in the area of infectious disease. The Directors believe that COVID-19 lateral flow self-testing will drive a paradigm shift in the use of self-testing for a range of other clinical applications. The Company is seeking to leverage its development, manufacturing and commercial expertise, alongside potential commercial partners, to develop a range of self-tests that may be sold direct to the customer, through a combination of online and bricks and mortar retail channels.
The Board is therefore seeking to raise up to a further GBP3 million through the Placing to support the development of a range of infectious disease self-tests that Abingdon Health will develop, manufacture and commercialise to build its own range of self-tests and increasingly utilise its manufacturing capacity that has been expanded since IPO. These funds will be deployed in three core areas in the self-testing market as follows:
Product Rationale Cash Min. Required
Development Requirement Gross
Area Placing
Proceeds
1 - Flu GBP1.0m GBP4.0m
Testing * GBP300m p.a. global market
* Well aligned with COVID-19 testing
* Company is aiming to have a test in place by Autumn
2022
2 - GBP1.0m GBP5.0m
Hepatitis * GBP185m p.a. global market
C
* Large addressable market for simple screening tests
* No routine screening in place
3 - Lyme GBP1.0m GBP6.0m
Disease * The Board is not aware of any established testing
market and believes that there is a significant
market opportunity, particularly in the developing
world
* Preliminary work already undertaken with a commercial
partner
Should the Company recover funds from DHSC in the short to medium term, the Company plans to deploy any surplus cash where available in the expansion opportunities set out in its Admission Document dated 15 December 2020. In particular, the Company is exploring opportunities to expand its footprint in the US, North America being one of the largest global markets for LFTs.
Any further funds raised from the Open Offer and the PrimaryBid Offer will also be applied to the above growth opportunities.
Current trading and prospects
The Company released its preliminary results for the year ended 30 June 2021 on 18 November 2021, reporting revenues of GBP11.6 million (FY20: GBP5.2 million), an adjusted EBITDA loss of GBP3.3 million (FY20: GBP0.8 million profit) and a loss for the financial period of GBP7.0 million (FY20: GBP3.4 million loss). Cash balances at 30 June 2021 were GBP5.0 million (2020: GBP4.4 million). A copy of the Results Statement is available to view on the Company's website www.abingdonhealth.com/investors/regulatory-announcements .
Selected extracts from the Company's Results Statement providing commentary on current trading and prospects of the Group are set out below (reproduced in full without amendment):
Order Book
Much of our development work outside of AbC-19(TM) was focused on scaling-up our customers' antigen and antibody COVID-19 test production. We were pleased to announce in August 2021 the completion of the technical transfer of the BioSure COVID-19 IgG antibody self-test, the first antibody test that has been approved by a Notified Body and CE marked for self-test home use. Technical transfer is the process whereby three or more independent production runs are manufactured, at increasing scale, and validated to illustrate the product is suitable for mass manufacture.
In addition, in July 2021 we announced the completion of the transfer of the Bioporto A/S lateral flow product for its Generic Rapid Assay Device (gRAD) platform, Bioporto's proprietary patented technology for rapid lateral flow test development. The 10-year manufacturing agreement provide Bioporto with immediate access to high volume manufacturing to meet their anticipated global demand for its product.
As announced on 12 August 2021 we are in the process of transferring two COVID-19 Antigen tests into routine manufacture. On 30 September 2021 Avacta PLC ("Avacta") as part of their full year results presentation noted that their AffiDx(R) SARS-CoV-2 lateral flow test was in the process of transfer to Abingdon to allow commercial product to be manufactured and released. In October 2021 Vatic Health Limited ("Vatic") announced the strategic partnership with Abingdon for the development and manufacture of the Vatic KnowNow(TM) saliva COVID-19 antigen test.
We have received significant purchase orders for manufacturing batches from Vatic and Avacta, in advance of completion of technical transfer of their products, and we are putting in place the required component stock to allow us to seamlessly move into manufacturing in due course. The transfer of these antigen tests is timely given the move towards private-sector testing in the UK, the transition to cost-effective lateral flow testing alongside PCR testing for travel as well as the increased focus on antigen testing starting to emerge in the United States.
Pipeline
The pipeline of opportunities behind these technical transfers is encouraging and we have an additional two technical transfer contracts signed which we anticipate commencing in the second quarter of FY 2022. These opportunities are non-clinical lateral flow tests. Our priority is to focus on products in the late-stage of development which require transfer and scale-up to manufacturing.
Outlook
The COVID-19 market environment remains uncertain and there is no clear understanding of the direction that the pandemic will take.
In this uncertain environment Abingdon has sought to expand the range of COVID-19 rapid tests under manufacture to enable it to support governments and private sector companies in dealing with the impact of the pandemic. Abingdon has a range of antigen and antibody lateral flow tests with manufacturing agreements in place or in the late stages of technical transfer.
Importantly, our significant technical transfer and manufacturing capability means we are ideally placed to support any changes in product specification of existing products if new variants emerge which require product changes. We remain optimistic on the opportunities for AbC-19(TM) and COVID-19 antibody testing in general, and this is now starting to lead to material orders.
It has been a challenging start to life as a listed Group; however, we remain excited by the opportunity for the part that lateral flow tests can play as a key diagnostic tool across multiple disease areas. We also look forward to the conclusion of the DHSC Dispute Resolution Process where good progress has been made in recent weeks. We would like to thank all our employees for their hard work, dedication and commitment during the past year despite the challenges we have faced in an uncertain economic climate.
We are confident with our contract services customer base and our current pipeline means we are well positioned to grow our business and deliver shareholder value going forward.
On 29 November 2021 the Company achieved registration for the AbC-19TM rapid test in Saudi Arabia and is in discussions with its in-country distribution partner on possible orders.
Information on the Placing
In connection with the Placing, the Company has today entered into the Placing Agreement, pursuant to which Singer Capital Markets, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares (comprising shares issued pursuant to the First Placing and the Second Placing).
The Placing has not been underwritten by the Singer Capital Markets or any other person. The Placing is conditional upon, amongst other things:
-- in respect of the First Placing Shares, First Admission becoming effective on or before 8.00 a.m. on 3 December 2021 (or such later time and/or date as the Company and Singer Capital Markets may agree, but in any event by no later than 8.00 a.m. on the Long Stop Date). The Directors will use the Company's existing authorities and powers to disapply pre-emption rights granted by resolutions passed at the general meeting of the Company held on 16 November 2020 to allot and issue the First Placing Shares. The issue of the First Placing Shares is not, therefore, subject to the approval of Shareholders; and
-- in respect of the Second Placing Shares, the Resolutions being duly passed without amendment at the General Meeting and Second Admission becoming effective on or before 8:00 a.m. on 21 December 2021 (or such later time and/or date as the Company and Singer Capital Markets may agree, but in any event by no later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement contains customary warranties from the Company in favour of Singer Capital Markets in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Singer Capital Markets in relation to certain liabilities they may incur in respect of the Placing. Singer Capital Markets has the right to terminate the Placing Agreement in certain circumstances prior to either First Admission or Second Admission, in particular, in the event of a breach of the warranties given to Singer Capital Markets in the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.
Directors' participation in the Placing
The Board recognises the importance of Director participation for the success of the Fundraising and, as such, certain members of the Board (being the Participating Directors) have indicated that they intend to subscribe for 1,999,599 Placing Shares at the Issue Price as part of the Second Placing, for an aggregate of approximately GBP500,000. Their proposed respective participations would constitute related party transactions under Rule 13 of the AIM Rules. Further details of any participation will be set out in the Placing Results Announcement.
Information on the Subscription
A certain Shareholder (being a Substantial Shareholder (as defined in the AIM Rules) has indicated their intention to subscribe for, in aggregate, 1,200,000 Subscription Shares at the Issue Price, raising gross proceeds of GBP0.3 million for the Company, such Subscription Shares to be issued and allotted at the same time as the Second Placing Shares, the Open Offer and the PrimaryBid Shares. The proposed take-up of Subscription Shares by the Substantial Shareholder would constitute a related party transaction under Rule 13 of the AIM Rules. Further details of the Subscription Shares taken up by the Substantial Shareholder will be set out in the announcement to be made on the closing of the Bookbuild Process.
Information on the Open Offer
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 GBP1 million (before expenses) (assuming full take up of the Open Offer) through the issue of up to 4,000,000 Open Offer Shares at the Issue Price. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The Open Offer is not being underwritten.
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 23.925 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date.
Further details of the Open Offer and the application process relating to the Open Offer will be set out in the Circular.
The Directors have agreed not to take up their respective Open Offer Entitlements.
Information on the PrimaryBid Offer
The Company is separately carrying out the PrimaryBid Offer using PrimaryBid, which, for the avoidance of doubt, is not part of the Placing and is the sole responsibility of the Company. Singer Capital Markets does not have any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation or tort) in relation to the same.
Risks and uncertainties
A description of the principal risks and uncertainties associated with the Group's business and how they are being managed is included in pages 9 to 10 of the Group's Annual Report and Financial Statements for the year ended 30 June 2021. The Board considers that these principal risks and uncertainties are those applicable to the Group at the current time.
Settlement 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 settlement and Admission of the First Placing Shares to trading on AIM will take place at 8.00 a.m. on 3 December 2021 and that settlement and Admission of the Second Admission Shares to trading on AIM will become effective at 8.00 a.m. on 21 December 2021.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
The General Meeting
It is anticipated that the Company will publish the Circular convening the General Meeting on or around 2 December 2021. A further announcement confirming publication of the Circular will be released at the appropriate time.
Recommendation & Importance of Vote
The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole. To complete all of the Fundraising, the Directors accordingly will be recommending unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting (which will be set out in the Notice of General Meeting) as they intend to do so in respect of their beneficial holdings amounting, in aggregate, to 17,783,222 Existing Ordinary Shares, representing approximately 18.6 per cent. of the existing issued ordinary share capital of the Company.
While the Company has achieved some success with its manufacturing contracts signed to date, the Board does not expect the near-term volumes to positively impact short-term cash inflows to the Company. Furthermore, whilst the Board is pleased to see progress in the Company's mediation meetings with DHSC, and the agreement on non-binding terms to move to payment, it currently has no visibility regarding the timing of settlement of funds and it is entirely possible that the current cash resources of the Group could be depleted if sufficient amounts from DHSC are not collected. As stated above, in such circumstances, the Board anticipates that a working capital shortfall could arise during the first quarter of 2022.
If the Resolutions are not passed or the Fundraising does not proceed (including circumstances where the First Placing proceeds but the Second Placing and the Subscription do not proceed), the Board believes that there can be no certainty that the Company will have access to alternative sources of funding to cover the working capital shortfall anticipated. In such circumstances, the Directors would need to consider alternative strategic options, which could, for example, include significantly reducing the scale of the Company's operations and activities, the sale of some or substantially all of the Company's assets or the Company ultimately entering administration. Even if such alternative funding were to be made available, the terms of such funding could be highly onerous. The Directors consider that in any of these scenarios, the residual value in the Company's assets would be significantly reduced.
In order to ensure that the business has access to adequate funding for the foreseeable future, and to avoid material loss of shareholder value in the short term, the Directors intend to unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own holdings of Ordinary Shares.
Shareholders should take independent advice if they wish to consider the suitability of these risks with regard to their own particular circumstances and investment criteria.
IMPORTANT NOTICE
This Announcement, including the Appendix (together, the "Announcement"), and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions"). The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be ordered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States. No public offering of the New Ordinary Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising. This Announcement does not constitute or form part of an order to sell or issue or a solicitation of an order to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such order or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Singer Capital Markets or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and bookrunner exclusively to the Company and to no-one else in connection with the Placing and Admission and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement.
Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Placing and Admission and to no-one else in connection with the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this Announcement or otherwise .
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company (except to the extent imposed by law or regulations), Singer Capital Markets or by their affiliates or their respective agents, directors, officers and employees as, or in relation, to the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, the Company or any other person in connection with the Company, the Fundraising or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Singer Capital Markets and its affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than to trading on AIM.
The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
NOTICE TO OVERSEAS SHAREHOLDERS
The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Restricted Jurisdictions and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Restricted Jurisdictions except pursuant to an applicable exemption from such Restricted Jurisdiction's registration or qualification requirements.
Subject to certain exceptions in compliance with the Securities Act and the rules promulgated thereunder or any applicable laws in the Restricted Jurisdictions, this announcement will not be published, released, or distributed, directly or indirectly; and must not be sent, in whole or in part: (i) in or into any Restricted Jurisdictions; (ii) to any person within the United States; or (iii) to any person in any jurisdiction where to do so might constitute a violation of local securities laws or regulation.
The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly to or within the United States or to any person within the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer in the United States.
The New Ordinary Shares have not been approved or disapproved by the United States' Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No action has been taken by the Company or Singer Capital Markets that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than the United Kingdom. Neither of the Company, Singer Capital Markets or any of their respective affiliates, directors, officers, employees or advisers is making any representation to any offeree, purchaser or acquirer of New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree, purchaser or acquirer under the laws applicable to such offeree, purchaser or acquirer. This Announcement does not constitute an offer to sell the New Ordinary Shares to any person in any jurisdiction. The Company reserves the right, in its sole and absolute discretion, to reject any subscription or purchase of the New Ordinary Shares that the Company or its representatives believe may give rise to a breach or violation of any law, rule or regulation.
Forward-looking statements
This Announcement contains statements about Abingdon Health plc that are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts, included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words 'targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Abingdon Health plc.
These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the City Code, the Prospectus Regulation Rules and/or FSMA), Abingdon Health plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Abingdon Health plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Announcement are based on information available to the Directors of Abingdon Health plc at the date of this document, unless some other time is specified in relation to them, and the posting or receipt of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares 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 paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook published by the FCA ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and 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 any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer Capital Markets 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 Chapters 9A or 10A respectively of COBS; 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.
EU Product Governance Requirements
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 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, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires
"GBP", "GBP", "pounds", "pound sterling" or "sterling", are to the lawful currency of the UK
"p", "penny" or "pence"
Admission admission of New Ordinary Shares to trading on
AIM becoming effective in accordance with Rule
6 of the AIM Rules;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange from time to time;
Announcement this Announcement, including the appendices and
the terms and conditions of the Placing set out
in Appendix I;
Application Form the personalised application form which will accompany
the Circular (where appropriate) pursuant to which
Qualifying Non-CREST Shareholders (other than
certain Overseas Shareholders) may apply to subscribe
for Open Offer Shares under the Open Offer;
Articles of Association or Articles the articles of association of the Company (as
may be amended, replaced or superseded from time
to time);
Bookbuild the accelerated bookbuilding process to be conducted
by SCM to arrange participation by Placees in
the Placing;
certificated or in certificated form not in uncertificated form (that is, not in CREST);
Circular the circular of the Company giving (amongst other
things) details of the Fundraising and incorporating
the Notice of General Meeting, to be published
and posted on or around 2 December 2021;
City Code The City Code on Takeovers and Mergers;
Company or Abingdon Health Abingdon Health plc;
CREST or CREST System the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator
(as defined in those regulations)
CREST Member a person who has been admitted to Euroclear as
a systemmember (as defined in the CREST Regulations);
CREST Participant a person who is, in relation to CREST, a
system-participant
(as defined in the CREST Regulations);
CREST Regulations the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator
(as defined in those regulations);
DHSC the UK Department of Health and Social Care;
Directors or Board the directors of the Company for the time being,
together being the board of directors;
EEA European Economic Area;
Euroclear Euroclear UK & Ireland Limited, the operator of
CREST;
EU Prospectus Regulation Regulation (EU) 2017/1129;
EUWA the European Union (Withdrawal) Act 2018;
Excess Application Facility the arrangement pursuant to which Qualifying Shareholders
may apply for any number of Open Offer Shares
in excess of their Open Offer Entitlement provided
that they have agreed to take up their Open Offer
Entitlement in full in accordance with the terms
and conditions of the Open Offer;
Excess CREST Open Offer Entitlement in respect of each Qualifying CREST Shareholder,
an entitlement (in addition to their Open Offer
Entitlement) to apply for Open Offer Shares pursuant
to the Excess Application Facility, which is conditional
on them taking up their Open Offer Entitlement
in full and which may be subject to scaling back
in accordance with the provisions of this document;
Excess Open Offer Entitlement an entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer Shares in
addition to his Open Offer Entitlement pursuant
to the Excess Application Facility which is conditional
on him taking up his 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 applied for by 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 2 December 2021
Existing Ordinary Shares the 95,699,114 Ordinary Shares in issue as at
the date of this document, all of which are admitted
to trading on AIM;
FCA the UK Financial Conduct Authority;
First Admission the admission of the First Placing Shares to trading
on AIM becoming effective in accordance with Rule
6 of the AIM Rules;
First Placing the Placing of the First Placing Shares
First Placing Shares 4,784,955 new Ordinary Shares which are to be
issued under the First Placing;
Form of Proxy the form of proxy for use in connection with the
General Meeting and which will accompany the Circular;
FSMA the Financial Services and Markets Act 2000;
Fundraising together, the Placing, the Subscription, the PrimaryBid
Offer and the Open Offer
General Meeting the general meeting of the Company to be held
at the offices of the Company, being York Biotech
Campus, Sand Hutton, York, YO41 1LZ at 10:30 a.m.
on 20 December 2021, or any adjournment thereof,
notice of which will be set out at the end of
the Circular;
Group the Company, its subsidiaries and its subsidiary
undertakings;
Issue Price 25.0 pence per New Ordinary Share;
Latest Practicable Date close of business (5.00 p.m. London time) on 30
November 2021, being the latest practicable date
prior to the date of this Announcement;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 10 January 2022;
MAR Regulation 596/2014 of the European Parliament
and of the Council on market abuse as applied
in the United Kingdom pursuant to EUWA;
MHRA Medicines and Healthcare products Regulatory Agency;
New Ordinary Shares the new Ordinary Shares expected to be issued
pursuant to the Fundraising, comprising the Placing
Shares, the Subscription Shares, the Open Offer
Shares and the PrimaryBid Shares;
Nominated Adviser Singer Capital Markets Advisory LLP, the Company's
nominated adviser
Notice of General Meeting the notice of the General Meeting to be set out
at the end of the Circular;
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 to be set out in the
Circular and, in the case of Qualifying Non-CREST
Shareholders, in the Application Formwhich will
accompany the Circular
Open Offer Entitlement the individual entitlements of Qualifying Shareholders
to subscribe for Open Offer Shares allocated to
Qualifying Shareholders pursuant to the Open Offer;
Open Offer Shares up to 4,000,000 new Ordinary Shares to be issued
by the Company to Qualifying Shareholders pursuant
to the Open Offer;
Ordinary Shares ordinary shares of 0.025p each in the capital
of the Company;
Overseas Shareholders Shareholders with a registered address outside
the United Kingdom;
Panel The UK Panel on Takeovers and Mergers;
Participant ID the identification code or membership number used
in CREST to identify a particular CREST Member
or other CREST Participant;
Participating Directors those Directors who are participating in the Placing,
being Christopher Hand and Chris Yates;
Placees those subscribers participating in the Placing;
Placing together, the First Placing and the Second Placing;
Placing Agreement the agreement dated 1 December 2021 and made between
Singer Capital Markets and the Company in relation
to the Placing;
Placing Documents this Announcement and the announcement of the
results of the Placing;
Placing Shares together, the First Placing Shares and the Second
Placing Shares;
PrimaryBid the website operated by PrimaryBid Limited and
known as PrimaryBid.com which will host the PrimaryBid
Offer;
PrimaryBid Offer the offer made by the Company on the PrimaryBid
platform of the PrimaryBid Shares at the Issue
Price;
PrimaryBid Shares up to 2,000,000 new Ordinary Shares to be allotted
and issued pursuant to the PrimaryBid Offer conditional,
inter alia , on the passing of the Resolutions
at the General Meeting;
Publicly Available Information any information publicly announced through a Regulatory
Information Service by or on behalf of the Company
on or prior to the date of this Announcement;
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Ordinary
Shares in uncertificated form;
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing Ordinary
Shares in certificated form;
Qualifying Shareholders Shareholders on the register of members of the
Company on the Record Date with the exclusion
(subject to exemptions) of persons with a registered
address or located or resident in a Restricted
Jurisdiction;
Record Date 30 November 2021;
Receiving Agent or Registrar Link Group, a trading name of Link Market Services
Limited
Regulatory Information Service or RIS a service approved by the FCA for the distribution
to the public of regulatory announcements and
included within the list maintained on the FCA's
website
Resolutions the resolutions set out in the Notice of the General
Meeting;
Restricted Jurisdiction the United States, Canada, Australia, the Republic
of South Africa, New Zealand, Japan or any other
jurisdiction where to do so would constitute a
breach of local securities laws or regulations;
SCM or Singer Capital Markets Singer Capital Markets Securities Limited;
SDRT Stamp Duty Reserve Tax;
Second Admission the admission of the Second Admission Shares to
trading on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
Second Admission Shares the Second Placing Shares, the Subscription Shares,
the Open Offer Shares and the PrimaryBid Shares;
Second Placing the Placing of the Second Placing Shares
Second Placing Shares no less than 10,015,045 new Ordinary Shares to
be issued by the Company to Placees in connection
with the Second Placing;
Securities Act the US Securities Act of 1933, as amended from
time to time and the rules and regulations promulgated
thereunder;
Shareholder a holder of Ordinary Shares;
Subscription the take-up of Subscription Shares by a Shareholder
Subscription Shares means 1,200,000 new Ordinary Shares to be issued
by the Company to one of its Shareholders in connection
with the Subscription
subsidiary or subsidiary undertaking have the meanings given to such terms in the Companies
Act 2006;
uncertificated or in uncertificated form in respect of a share or other security, where
that share or other security is recorded on the
relevant register of the share or security concerned
as being held in uncertificated form in CREST
and title to which may be transferred by means
of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland;
United States or United States of America the United States of America, its territories
and possessions, any state of the United States
of America, the District of Columbia and all other
areas subject to its jurisdiction and any political
sub-division thereof;and
US dollar or $ the lawful currency of the United States.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIXES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT MUST BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. 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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee should read and understand the information provided in the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained herein;
5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement; and
6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and
7. the Company and SCM will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement and the announcement of the results of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any Publicly Available Information and subject to any further terms set forth in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of SCM or the Company or any other person and none of SCM, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM is acting as sole bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, SCM, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares. Neither the Placing, the Subscription, the Open Offer, nor the PrimaryBid Offer is being underwritten by SCM or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is the Issue Price. The timing of the closing of the book and allocations are at the discretion of the Company and SCM.
The Placing Shares will be made up of a number of new Ordinary Shares issued and allotted by the Company. Accordingly, by participating in the Placing, Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Articles and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the First Placing Shares and the Second Placing Shares to trading on AIM.
It is expected that First Admission will occur at 8.00 a.m. on 3 December 2021 (or such later time or date as SCM may agree with the Company, being no later than 8.00 a.m. on the Long Stop Date) and that dealings in the First Placing Shares will commence at that time.
It is expected that Second Admission will occur at 8.00 a.m. on 21 December 2021 (or such later time or date as SCM may agree with the Company, being no later than 8.00 a.m. on the Long Stop Date) and that dealings in the Second Placing Shares will commence at that time.
Bookbuild
SCM will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
SCM and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. SCM is acting as sole bookrunner to the Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by SCM. SCM may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
3. Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at SCM. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the fixed Issue Price. Bids may be scaled down by SCM on the basis referred to in paragraph 6 below. SCM reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at SCM's absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m. on 1 December 2021 but may be closed earlier or later at the discretion of SCM. SCM may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of SCM) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by SCM after consultation with the Company (and in accordance with SCM's allocation policy as has been supplied by SCM to the Company in advance of such consultation). Allocations will be confirmed orally by SCM and a trade confirmation will be despatched as soon as possible thereafter. SCM's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of SCM and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with SCM's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.
8. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed/purchased for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
11. To the fullest extent permissible by law, none of SCM, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of SCM, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of SCM's conduct of the Placing or of such alternative method of effecting the Placing as SCM and the Company may agree.
12. The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or SCM's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. SCM's obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):
1. insofar as the Placing relates to Second Placing Shares (but not, for the avoidance of doubt, the First Placing Shares) the passing of the Resolutions at the General Meeting (or any adjournment thereof);
2. First Admission occurring no later than 8.00 a.m. on 3 December 2021 and Second Admission occurring no later than 8.00 a.m. on 21 December 2021 (or, in each case, such later time or date as SCM may otherwise agree with the Company, being no later than 8.00 a.m. on the Long Stop Date);
3. the delivery to SCM of certificates from and signed by the Company in terms of the warranties being provided by the Company under the Placing Agreement ("Warranties") on the Business Day immediately prior to the date on which First Admission and Second Admission respectively is expected to occur (and dated as of such dates); and
4. the Company having complied with its obligations under the Placing Agreement which fall to be performed on or prior to First Admission and / or Second Admission.
SCM may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of conditions 1 and 2 above relating to Admission taking place. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by SCM by the relevant time or date specified (or such later time or date as SCM may agree with the Company, being no later than 8.00 a.m. on 10 January 2022 the Long Stop Date ); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
Neither SCM or the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of SCM.
Right to terminate under the Placing Agreement
SCM is entitled, at any time before Second Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things) if:
1 any of the warranties and undertakings in the Placing Agreement were untrue or inaccurate in any respect which SCM reasonably considers material; or
2 the Company fails to comply with its obligations under the Placing Agreement, which SCM reasonably considers to be material in the context of the Placing; or
3 any statement contained in the Placing Documents is or has become untrue, inaccurate or misleading in any material respect or any matter has arisen which would constitute a material omission from the Placing Documents; or
4 any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by SCM; or
5 the occurrence of a material adverse change or certain force majeure events including, but not limited to, an escalation of the COVID-19 pandemic in the United Kingdom.
Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by SCM of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of SCM and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by SCM of the allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to SCM that, between the date of the Placing Agreement and a period of 90 days from Second Admission (the "Restricted Period"), it will not, without the prior written consent of SCM or otherwise in connection with the Fundraising, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant options under, or the allotment and issue of shares pursuant to options under, any employee or non- executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise by SCM of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of SCM and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the First Placing Shares (ISIN: GB00BLF79J41) following First Admission and in the Second Placing Shares (ISIN: GB00BLF79J41) following Second Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. SCM reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to SCM and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with SCM.
The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by SCM as agent for the Company and SCM will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the First Placing Shares will take place on 3 December 2021 on a delivery versus payment basis.
It is expected that settlement in respect of the Second Placing Shares will take place on 21 December 2021 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by SCM.
Each Placee is deemed to agree that, if it does not comply with these obligations, SCM may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for SCM's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither SCM or the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with SCM (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the EUWA ("MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
3. to be bound by the terms of the Articles;
4. the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither SCM nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify SCM and the Company on an after-tax basis in respect of any Indemnified Taxes;
5. neither SCM nor any of its affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing; 6. time is of the essence as regards its obligations under this Appendix;
7. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to SCM;
8. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;
9. it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document (a) is required under the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;
10. in connection with the Placing, SCM and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to SCM or any of its affiliates acting in such capacity;
11. SCM and its affiliates may enter into financing arrangements and swaps with investors in connection with which SCM and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
12. SCM does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;
13. SCM does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is not and will not be a client of SCM in connection with its participation in the Placing and that SCM has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto) and neither SCM nor any of its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by SCM nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
18. neither SCM or the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of SCM or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
19. neither SCM or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that SCM, any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;
(b) will not look to SCM for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares; (e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and assessment of the Company and Group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
(b) will remain liable to the Company and/or SCM for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in SCM or the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of SCM as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly or indirectly, in or into the Restricted Jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company or SCM or any person acting on behalf of the Company or SCM that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or SCM or any person acting on behalf of the Company or SCM that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with SCM, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to SCM: (a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;
38. it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor SCM make any representation or warranty with respect to the same. Accordingly, neither the Company nor SCM can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor SCM undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of SCM has been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order, or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
43. if in the United Kingdom, unless otherwise agreed by SCM, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
44. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
45. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by SCM in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
46. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom);
47. if it is a pension fund or investment company, its subscription for/purchase of Placing Shares is in full compliance with applicable laws and regulations;
48. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
49. in order to ensure compliance with the Regulations, SCM (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to SCM or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at SCM's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at SCM's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify SCM (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either SCM and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
50. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
51. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as SCM may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with SCM on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from SCM's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
53. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that SCM or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
54. neither SCM nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and SCM is not acting for it or its clients, and that SCM will not be responsible for providing the protections afforded to customers of SCM or for providing advice in respect of the transactions described in this Announcement;
55. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or SCM's conduct of the Placing;
56. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information being made publicly available;
57. the rights and remedies of the Company and SCM under the terms and conditions in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and
58. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or SCM in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well SCM and are irrevocable. SCM, the and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and SCM to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, SCM and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by SCM, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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 price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.
Singer Capital Markets Securities Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting as sole bookrunner exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of the Placing Shares by the Company. The registration of and the issue of definitive share certificates to Ordinary Shareholders should not give rise to any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale of Ordinary Shares on AIM (including instruments transferring Shares and agreements to transfer Ordinary Shares).
Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor SCM will be responsible and the Placees shall indemnify the Company and SCM on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or SCM in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify SCM accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and SCM are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify SCM and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold SCM and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.
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 contact rns@lseg.com or visit www.rns.com.
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(END) Dow Jones Newswires
December 01, 2021 02:00 ET (07:00 GMT)
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