We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Genedrive Plc | LSE:GDR | London | Ordinary Share | GB00B1VKB244 | ORD 1.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.50 | -8.16% | 5.625 | 5.50 | 5.75 | 6.25 | 5.125 | 6.25 | 3,024,427 | 14:42:39 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Coml Physical, Biologcl Resh | 55k | -5.15M | -0.0447 | -1.26 | 6.47M |
From Apr 2019 to Apr 2024
TIDMGDR
RNS Number : 5537H
Genedrive PLC
16 November 2018
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
16 November 2018
genedrive plc ("genedrive" or the "Company")
Proposed placing to raise GBP3.5 million, issue of GBP2.5 million Loan Notes and a broker option of up to GBP0.5 million
Cornerstone investment of GBP3.5 million and Business Update
genedrive plc (AIM: GDR), the near patient molecular diagnostics company, today confirms its intention to raise GBP6.0 million (before expenses) (the "Fundraising") by way of a conditional placing (the "Placing") with new and existing investors through the issue of 15,217,391 new ordinary shares ("Placing Shares") at a price of 23 pence per Placing Share (the "Placing Price") and the issue of GBP2.5 million convertible Loan Notes. BGF has conditionally agreed to subscribe for the GBP2.5 million unsecured convertible Loan Notes and GBP1 million of Placing Shares subject to, inter alia, a total of GBP3.5 million being raised through the Placing.
The Company also announces a proposal to raise up to a further GBP0.5 million by way of a broker option through the issue of up to 2,173,913 additional new Ordinary Shares (the "Broker Option Shares") at the Placing Price in order to allow existing and other investors to participate in this Fundraising (the "Broker Option").
The net proceeds will fund the working capital needs of the Company in relation to the launch of the Genedrive(R) HCV-ID Kit for hepatitis C diagnosis and support projects to enhance the gross margin for this assay. The net proceeds will also go towards funding the Company's assay development programmes in antibiotic induced hearing loss ("AIHL") and tuberculosis ("mTB") and the continued development of the Genedrive(R) system. The net proceeds of the Placing and Loan Note will also fund a renegotiated deferred consideration liability of GBP300,000 in connection with the purchase of the company that initially conceived of Genedrive(R).
The Placing Price equates to the closing mid-market price of the Company's Ordinary Shares on 15 November 2018, being the last practicable date prior to the date of this announcement.
The Company has recently received advance assurance from HMRC that the ordinary shares in the Company represent a qualifying investment for a VCT and are capable of qualifying for EIS tax reliefs. Accordingly, the Placing Shares and Broker Option Shares will rank as "eligible shares" and will be capable of being a "qualifying holding" for the purposes of investment by VCTs, and that the Company can issue EIS 3 "compliance certificates" for the purposes of EIS.
The Fundraising including the Broker Option are conditional, inter alia, on the passing of the Resolutions to be considered by the Company's existing shareholders at the General Meeting to be held at 12 noon on 7 December 2018 at The Incubator Building, 48 Grafton Street, Manchester, M13 9XX. A circular will be posted to shareholders in due course.
Admission is expected to occur at 8.00 a.m. on 10 December 2018 (or such other date as the Company, Peel Hunt and Stanford Capital Partners may agree, being no later than 31 December 2018).
Peel Hunt LLP ("Peel Hunt") and Stanford Capital Partners Limited ("Stanford Capital") are acting as joint Bookrunners (together, the "Joint Bookrunners") in respect of the Placing and Broker Option. Neither the Placing nor the Broker Option have been underwritten.
The Company is also pleased to announce the following developments across its business:
Genedrive(R) Commercialisation
- Encouraging progress on Genedrive(R) HCV-ID Kit commercialisation
o Approximately 50 Genedrive(R) units and 1,600 assays purchased by Sysmex to support registrations
o Registration and import licenses progressing in approximately 30 countries by 30 June 2019
o First registrations expected by the end of the calendar year 2018 with sales following thereafter
- Application made for World Health Organisation prequalified status for Genedrive(R) HCV-ID Kit - decision expected in 6 -12 months
- New $0.9 million order from US Department of Defense for Genedrive(R) instruments and assays
Genedrive(R) Development
- Genedrive(R) AIHL test progressing well - targeting NHS market of c. GBP3.5 million and an estimated GBP35 million market opportunity in Western i.e. non LMIC markets. Targeting UK launch and first commercial revenues in the financial year ending June 2021
- Proposed relaunch of mTB assay in the financial year ending June 2021
Placing and Broker Option
- The Placing is being conducted via an accelerated Bookbuild, pursuant to which the Company intends to raise GBP3.5 million through the issue of the Placing Shares at the Placing Price. The accelerated Bookbuild will be launched immediately following this announcement and will be subject to the terms and conditions set out in the Appendix to this announcement
- The Company has also granted to the Joint Bookrunners the Broker Option to raise up to a further GBP500,000 through the issue of up to 2,173,913 Broker Option Shares at the Placing Price in order to allow existing and other investors to participate in the Fundraising. The exercise of the Broker Option shall be at the discretion of the Joint Bookrunners (with the agreement of the Company) and the Joint Bookrunners are under no obligation to exercise the Broker Option
BGF Loan Notes
- Subscription agreement signed with BGF to provide GBP2.5 million unsecured convertible loan notes and a non-binding commitment to invest a further GBP1 million in new equity via the Placing conditional, amongst other things, on the Company raising an additional GBP2.5 million in new equity.
GHIF Bond
- Conditional on, inter alia, Admission the Global Health Investment Fund ("GHIF") and the Company have agreed to make certain amendments to the terms of the $8 million convertible bond
o Maturity date extended to December 2023 from December 2021
o Roll up of interest payments extended from January 2019 to January 2022
o Strike price of first $2 million tranche reduced to 28.75p from 150p
o Strike price of the remaining $6 million tranche reduced to 150p from 489p
Financial Update
- Company continues to trade in line with management expectations post July trading update
- Unaudited cash balance at 30 September 2018 of GBP2.0 million which provides sufficient runway through to Q1/Q2 calendar year 2019
- The Company published its unaudited preliminary results for the year ended 30 June 2018 this morning
- R&D tax claim of GBP980,000 to be made post the Company being able to evidence it is a going concern - the Placing and Loan Note proceeds will satisfy this requirement
David Budd, Chief Executive Officer of genedrive plc, said: "The HCV market is significant with many millions of people affected by the disease in low and middle-income countries but low diagnosis rates. We have the first to market point-of-need molecular test, a strong commercial platform and a clear strategy to deliver revenue growth. A test for antibiotic induced hearing loss, a first product aimed at non-LMIC markets, and the re-launch mTB provide further potential to benefit from the capabilities of our Genedrive(R) diagnostics platform."
"Securing BGF as a cornerstone investor and the fundraising we have announced today will put us in a strong position to deliver on these opportunities."
- Ends -
For further details please contact:
Hot Features
Premium
genedrive plc
David Budd: CEO
Matthew Fowler: CFO +44 (0)161 989 0245
Peel Hunt LLP
James Steel
Oliver Jackson +44 (0)207 418 8900
Rory James-Duff (Equity
Capital Markets)
Stanford Capital Partners
Limited
Patrick Claridge +44 (0)203 815 8880
John Howes
Consilium Strategic Communications +44 (0) 203 709 5700
Chris Gardner genedrive@consilium-comms.com
Matthew Neal
Laura Thornton
The person who arranged for the release of this announcement on behalf of genedrive plc was Matthew Fowler, Chief Financial Officer.
Notes to Editors
About genedrive
genedrive plc is a molecular diagnostics company developing and commercialising a low cost, rapid, versatile, simple to use and robust point of need molecular diagnostics platform for the diagnosis of infectious diseases and for use in patient stratification (genotyping), pathogen detection and other indications. The Genedrive(R) HCV-ID test has received CE-IVD Certification and has been launched in Africa and Asia Pacific. genedrive has distribution agreements with subsidiaries of Sysmex Corporation for the distribution of the Genedrive(R) platform in the EMEA and SE Asia (ex-India), and with ARKRAY Healthcare pvt Ltd for the distribution of the Genedrive(R) HCV-ID Kit and Genedrive(R) platform in India. Further details can be found at: www.genedriveplc.com and www.genedrive.com. The Company also has tests in development for tuberculosis (mTB) and Antibiotic Induced Hearing Loss (AIHL).
Important notice
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute or form a part of any offer to sell, or a solicitation of an offer to buy or subscribe for, securities in the United States. The securities in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Securities may not be offered or sold within the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. All offers and sales of securities outside of the United Sates will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register the securities mentioned herein in the United States or to make a public offering of such securities in the United States.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and Stanford Capital Partners Limited ("Stanford Capital"), an authorised representative of MJ Hudson Advisers Limited (which is authorised and regulated by the FCA) are acting exclusively for the Company and for no--one else in relation to the proposed Fundraising (as defined below), and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or Stanford Capital nor by any of their affiliates or agents (or any of their respective directors, officers, employees or advisers), as to or in relation to, the contents, accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Peel Hunt or Stanford Capital.
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 New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt and Stanford Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Certain statements in this announcement may be forward-looking. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance or guarantee that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements.
Background to and reasons for the Fundraising
Background
genedrive has continued to make progress in the commercialisation and development of its range of near patient molecular diagnostics products. The Company has continued to utilise its cash balances in accordance with the Board's expectations and therefore requires additional capital in order to execute on its business plan. The Directors are focused on delivering sustainable revenue growth and continuing to advance the Company's portfolio of additional tests which, if successful, are expected to increase shareholder value and evidence the strategic value of the Company's diagnostic technologies more broadly. The Company is therefore pleased to confirm further details on the Fundraising which has been cornerstoned by BGF.
BGF
BGF is the UK and Ireland's most active investor in small and medium sized companies. The Company has entered into the BGF Subscription Agreement for the subscription by BGF and issue by the Company of the Loan Notes. The BGF Subscription Agreement, and the obligations of BGF to subscribe for the Loan Notes is subject to a number of conditions, including, inter alia, the issue of the Circular, the passing of the Resolutions, the Placing Agreement having become unconditional in all respects and BGF participating in the Placing. On the assumption that the Resolutions are passed at the General Meeting and Admission occurs on 10 December 2018, the Company expects the conditions to be satisfied and the Loan Notes to be issued on or around 10 December 2018.
The proposed terms of the Loan Notes include a coupon of 7% (with a higher default rate) which will be rolled up for the first three years and become payable on 31 December 2021 and the principal amount of the Loan Notes will be convertible at 125% of the Placing Price equating to 28.75 pence per Ordinary Share. The Loan Notes cannot be converted within the first six months of being issued and thereafter can be converted at BGF's option. The conversion price will be adjusted downwards in certain circumstances (subject to certain exceptions), including if the Company issues new Ordinary Shares at less than 80% of the prevailing conversion price. The Loan Notes will mature on 30 June 2025 when they will be redeemed at par together with any unpaid interest if not previously converted. Accrued interest will not be converted into Ordinary Shares and therefore requires to be paid in cash on 31 December 2021. In the event of default, the principal on the notes together with unpaid interest shall be repayable by the Company on demand. The Loan Notes can be redeemed early at the request of the Company on payment of an early redemption fee equal to 48 months interest (if prior to the third anniversary of the issue of the Loan Notes) or 12 months interest if redeemed after the third anniversary of the issue of the Loan Notes. The Directors believe that the terms of the Loan Notes (together with the funds raised through the Placing) provide the Company with the cash runway and financial flexibility to execute the business plan and ultimately evidence the strategic value of the Company's diagnostic technologies more broadly.
BGF has also agreed (conditional upon, amongst other things, the BGF Subscription Agreement not being terminated for any reason) to subscribe for new Ordinary Shares in the Placing with an aggregate value of GBP1.0 million and has indicated an intention to subscribe for 4,347,826 Placing Shares, which would represent 28.6 per cent. of the Placing Shares. On Admission, the issue of these Placing Shares to BGF would amount to 12.8% of the Enlarged Share Capital.
The maximum number of shares to be issued to BGF on conversion of the Loan Notes, when aggregated with the Ordinary Shares held by BGF and persons acting in concert with BGF, is capped at 29.9% of the issued share capital of the Company.
Certain warranties have been granted by the Company and the Executive Directors to BGF, certain matters require the prior consent of BGF and certain information is required to be provided to BGF under the terms of the BGF Subscription Agreement.
Genedrive Diagnostics Limited will grant a guarantee of the Company's obligations under the Loan Note Instrument and this is subject to, and payments under the BGF Loan Notes and GHIF Bond are regulated by, the Intercreditor Deed so that all the payments are made in proportion to the amounts outstanding to BGF and GHIF.
GHIF Convertible Bond
The Company has, in issue, a five year $8.0 million convertible bond with GHIF. Following the Company and GHIF entering into a Deed of Amendment and Restatement in June 2016, the principal terms of the Bond were amended and the full details are set out in Note 18 to the Company's 2017 Report and Accounts. The Company has entered into the Second Deed of Amendment and Restatement. Subject to completion of the Placing and issue of Loan Notes, GHIF and the Company have agreed to further amend the terms of the GHIF Bond, by way of the Second Deed of Amendment and Restatement, as follows:
i) Maturity date to be extended from July 2021 to December 2023; ii) The roll up of interest payments will be extended from January 2019 to January 2022;
iii) The strike price of the first $2 million of the GHIF Bond will be reduced from 150p to 28.75p, being a 25% premium to the Placing Price and the same conversion price as the Loan Notes;
iv) The strike price of the remaining $6 million of the GHIF Bond will be reduced from 489p to 150p; and
v) The rolled up interest on the first tranche of $2million of the GHIF Bond would be converted at 28.75p per share and the remaining tranche of $6million of the GHIF Bond would be converted at 150p per Ordinary Share.
The Directors believe that the terms of the Second Deed of Amendment and Restatement provide the Company with additional financial flexibility to execute the business plan and ultimately evidence the strategic value of the Company's diagnostic technologies more broadly.
The maximum number of Ordinary Shares to be issued to GHIF on conversion of the GHIF Bond is 7,100,000. Additional changes have also been made to reflect the Company entering into the Loan Note Instrument and issuing the Loan Notes to BGF and to regulate the ranking of payments under the GHIF Bond and Loan Note Instrument. Following the completion of the Placing and anticipated admission of the Placing Shares and such number of Broker Option Shares as may be subscribed for on 10 December 2018, the Company expects the Second Deed of Amendment and Restatement to become unconditional on 10 December 2018.
Visible Genomics Limited
The Company has entered into a Fifth Deed of Amendment in relation to the Visible Genomics SPA. Note 17 of the Company's 2017 Report and Accounts details the deferred consideration potentially due to the vendor of VGL of an aggregate value of GBP1.25 million to be satisfied by the issue of new Ordinary Shares upon the achievement of certain milestones with one such milestone being connected to the revenues the Company earns from the Genedrive(R) device and assays. As the revenues the Company earns from the Genedrive(R) device and assays continue to grow, this milestone is expected to be achieved. When it is achieved the Company would be obliged to issue such number of new Ordinary Shares, at the relevant market price at that time, as have a value of GBP1.25 million to the former owner of VGL. The issue of this number of new Ordinary Shares, if at the Placing Price, would equate to around 28.9% of the Company's current issued share capital (before completion of the Fundraising) and therefore Shareholders would experience significant dilution of their current shareholdings.
Subject to completion of the Fundraising, and certain other obligations, the Company and the former owner of VGL agreed to enter into the Fifth Deed of Amendment in order to reduce the number of Ordinary Shares and to provide an element of the consideration in cash to the shareholder of VGL. The Fifth Deed of Amendment varies the remaining deferred consideration to (i) the payment of GBP300,000 in cash on the 20th Business Day following Admission, (ii) the allotment and issue of such number of new Ordinary Shares, at the Placing Price as have a value of GBP200,000 with such Ordinary Shares (which will equate to 869,565 new Ordinary Shares) being issued on the first anniversary of the date of Admission and (iii) the allotment and issue of 500,000 new Ordinary Shares on the third anniversary of the date of Admission. Such Ordinary Shares to be issued on the first anniversary of Admission will be subject to an orderly marketing arrangement and represent 2.56% of the Company's Enlarged Share Capital. The 500,000 Ordinary Shares to be issued on the third anniversary of Admission would be subject to a 24 month lock-in and represent 1.47% of the Company's Enlarged Share Capital. The changes reflected in the Fifth Deed of Amendment would also effectively reduce the overall outstanding consideration payable by the Company. The changes to the Visible Genomics SPA set out in the Fifth Deed of Amendment are conditional on, inter alia, the announcement of the Placing, a minimum raise (before expenses) under the Placing of GBP3.5 million and conclusion of the Placing and Admission of the Ordinary Shares to trading by no later than 20 December 2018. In the event that less than GBP3.5 million is raised pursuant to the Placing, the Company has, in its absolute discretion, the rights to waive the conditions and continue to complete the payment of deferred consideration on the amended terms. Shareholders should note that in the event that the Placing is not completed and other conditions satisfied by 20 December 2018 then, based on the Company's share price of 23 pence on the day before the announcement of the Fundraising, the Company would be required to issue around 5.4 million new Ordinary Shares in the Company to the former owner of Visible Genomics.
On the basis of the Placing raising the minimum of GBP3.5 million and on the assumption the Resolutions are passed by shareholders at the General Meeting, the changes to the Visible Genomics SPA set out in the Fifth Deed of Amendment will come into effect.
The Market
Genedrive(R) HCV-ID Assay
The Directors continue to see the growing Hepatitis C (HCV) testing market as a very attractive opportunity for the Company, driven in part by the Genedrive(R) HCV-ID Kit being the first approved and the first to market point-of-need molecular test in low and middle-income countries ("LMICs"), which account for 72% of persons living with HCV. Of an estimated 50 million people in LMICs infected with HCV, fewer than 20% have been diagnosed and, in 2015, 7.4% of those diagnosed with HCV infection had started treatment, presenting a significant opportunity in the market. The Company has been working with its distribution partners and is very encouraged by the active level of engagement and promotion in this early commercial phase, and believes that the Company will be able to generate attractive revenues from this opportunity over time.
The Company made its first commercial shipments of the Genedrive(R) HCV-ID Kit in March 2018 and since then the Company's distribution partner, Sysmex, has purchased approximately 50 Genedrive units and 1,600 accompanying assays and has continued to support registrations and engage with regulatory authorities and key opinion leaders. The divestment of the Company's Services division (including the right to use the name "Epistem") earlier in 2018 has resulted in some delays to the registration process as it was required to change the registration name from Epistem Ltd to Genedrive Diagnostics Ltd. The Company is currently progressing registration and import licenses with the support of its distribution partners targeting approximately 30 countries by the end of the financial year ending 30 June 2019. Three registrations are expected by the end of the calendar year 2018. Generally, post completion of registration processes in a particular country it is expected that product and assay sales can commence between one month and twelve months later.
The Company applied for the Genedrive(R) HCV-ID Kit to be added to the World Health Organization (WHO) list of pre-qualified In Vitro Diagnostics in August 2018 which, if successful, would result in the product being eligible for UN and other procurement tenders. The Company believes, if it is successful, it will be the first point-of-need molecular HCV test to receive this WHO endorsement, which would be expected to further drive and accelerate the commercial availability of the assay. The company has been granted an accelerated review process, and so a decision is expected in the next 6-12 months.
Finally, the Company is targeting a field launch of Genedrive(R) Connect, an android-based mobile app, providing wireless data management to a single Genedrive(R) device or a larger network installation. Phase 1 release is being targeted for selected distribution in Q4 FY2019 and in field launch in early FY2020. The Directors believe added data management flexibility and results transmission could help drive wider adoption.
The Company is pursuing a number of other initiatives to drive further longer-term commercialisation opportunities for the HCV assay including seeking additional distribution partners in territories including South America as well as engaging with pharmaceutical companies to support the availability of Direct Acting Antivirals for HCV treatment.
Antibiotic-Induced Hearing Loss ("AIHL")
In June 2018 the Company announced the receipt of a multi-partner grant award from the UK National Institute for Health Research's Invention for Innovation programme with a total value of approximately GBP900,000, of which GBP550,000 was received by the Company. The grant was for the development and implementation of a point-of-care pharmacogenetic test designed to identify a genetic predisposition which can cause antibiotic-related hearing loss in infants.
Due to this identified genetic predisposition, certain individuals can develop irreversible hearing loss when exposed to gentamicin, a widely used antibiotic to treat several types of bacterial infections. In the UK, approximately 90,000 babies per year are admitted to intensive care units ("ICU"). Antibiotic treatment should start within the first hour after admission to an ICU, but current lab-based genetic tests are not able to return actionable results within that timeframe leading to gentamicin being prescribed in the absence of any genetic information. A Genedrive(R) test is targeted to allow test results to be available within an hour, allowing alternative antibiotics to be prescribed for infants where the genetic predisposition is identified and therefore avoiding the potential life changing adverse reaction to gentamicin.
A prototype proof of principle non-invasive assay has already been established and verification of the test and assay is planned to be complete by June 2019 with prospective studies to commence in hospitals in Manchester and Liverpool, around the same time or ahead of planned CE certification in Q1 of calendar year 2020. Commercialisation is expected to commence during calendar year 2020.
The Directors estimate that the size of the UK market is around GBP3.5 million per annum. With the cost of bilateral cochlear implants exceeding GBP50,000 per individual the Company believes that its AIHL test will provide health economic benefits to the NHS. The Directors are considering both a distributor led commercialisation model as well as direct sales via a niche sales force. At the appropriate time the Company would look to find ways to extend the potential for sales of the Genedrive(R) instrument and this assay outside the UK. The Directors estimate that the size of the Western market (i.e. non LMIC) is approximately GBP35 million per annum.
Tuberculosis ("mTB")
In February 2018, the Company announced it had been awarded GBP1.1 million in grant funding by Innovate UK for product development of its Genedrive(R) mTB/RIF test. The test is designed to diagnose patients with mTB as well as to provide clinicians with information on their drug resistance status. The grant is part funding the development of an automated high-sensitivity bacterial sample preparation module for the Genedrive(R) instrument, which would replace the manual process that manifested storage and performance issues ahead of withdrawing the previous test from Indian market in 2017.
The Directors continue to believe that the mTB market is an attractive one for the Company to seek to penetrate, with the WHO estimating over 10 million new cases each year (based on 6.2 million reported or diagnosed cases), 1.6 million deaths per annum from the disease and 600,000 new cases per annum being drug resistant. The Directors estimate over eight million tests per year are needed to bridge the gap between incidence and effective treatment with a drug resistance test. The testing market is well defined and the Company has the potential to move diagnosis closer to the real point of care, which could be transformative for the market. The Directors are targeting commercial revenues using existing distributors in the financial year ending 30 June 2021 with investment to be targeted on sample preparation and manufacturing costs reduction.
US Department of Defense ("US DoD")
The Company is pleased to announce that it has received from the US DoD a new order of $0.9 million for 74 Genedrive instruments and associated assays. Subject to manufacturing and shipping, this order is expected to be recognised as revenue in the first half of the current financial year. This constitutes the first order placed by the US DoD since the end of the $6.7 million development contract which has resulted in the sale of around 185 Genedrive(R) units since 2014. The Company continues to have limited visibility of future potential demand from the US DoD but this latest order, whilst not incremental to the Board's view for the sales outlook for the current financial year as a whole, follows on from the final testing order of $0.4 million received in the six months to 31 December 2017. The Company is encouraged by this recent order and believes there is potential for further engagement with the US DoD in 2019.
Current Trading
Since publication of the trading update on 13 July 2018, the Company has continued to trade in line with the Board's expectations. Revenues for the remainder of the current financial year will comprise the US DoD order detailed above, approximately GBP1.5 million of grant funding and revenue from further HCV sales.
The US DoD order and HCV sales further the Company's transition to a commercial stage enterprise as the revenue mix shifts from predominantly development income to unit and assay sales while also attracting grant income. As of 30 June 2018, genedrive had generated a total of GBP8.4 million of revenues from its Genedrive(R) diagnostics platform.
Unaudited cash balances at 30 September 2018 were GBP2.0 million compared to GBP3.5 million as at 30 June 2018 and based on its current financial plans (and excluding the Fundraising) the Directors estimate that the Company has cash resources through to Q1/Q2 calendar year 2019.
Final Results and Report and Accounts to 30 June 2018
The Company has today issued its unaudited preliminary results for the year ended 30 June 2018.
The Company expects to publish its report and accounts for the year ended 30 June 2018 shortly, which will include an unqualified audit opinion with a matter of emphasis on going concern. Subject to the report and accounts being published on a going concern basis (which the Placing and Loan Note proceeds is expected to achieve), the Company expects to be able to claim a R&D tax credit worth approximately GBP980,000 which has not been included in the Directors' estimate as to the Company's current cash runway detailed in the above paragraph.
Future News Flow
In addition to the above update, the Company expects to announce expansion of its distributor network beyond that of EMEA, Asia and India in the next 6 months along with registrations achieved for its HCV assay, commercial traction and sales of HCV.
Working to the WHO guidelines for pre-qualification, the Company would expect to announce successful pre-qualification status within 6-12 months.
Within the next 6-12 months the Company also expects to be able to publish the results of two 'intended setting' studies in Georgia and Cameroon. Both studies are sponsored by FIND and are expected to provide validation of the Genedrive(R) HCV-ID Kit assay in small clinic settings.
The Company's three to four year objective is to have all three assays on market with material revenues, significant market potential and a fully established commercial footprint. Successful execution of this plan is expected to increase shareholder value and evidence the strategic value of the Company's diagnostic technologies more broadly.
Details of the Placing and Broker Option
Structure
The Directors gave careful consideration as to the structure of the Fundraising and concluded that the Placing and Broker Option was the most suitable option available to the Company and its Shareholders at this time.
The Directors considered that the accelerated bookbuilding process enabled the Placing to be carried out quickly and at the most suitable price for the Company. The Placing was made available to certain eligible existing institutional shareholders and certain new institutional investors. The Company understands that BGF has indicated an intention to subscribe for 4,347,826 Placing Shares (conditional upon, amongst other things, the BGF Subscription Agreement not being terminated for any reason).
Certain Directors namely David Budd, Matthew Fowler, Ian Gilham, Tom Lindsay and Chris Yates have indicated an intention to subscribe for, in aggregate, Placing Shares with an aggregate value of GBP100,000 in the Placing. The Company has also granted to the Joint Bookrunners the Broker Option to raise up to a further GBP500,000 through the issue of up to 2,173,913 Broker Option Shares at the Placing Price in order to allow existing and other investors to participate in the Fundraising.
The Broker Option may be exercised by the Joint Bookrunners between 8.00 a.m. on 16 November 2018 and 16.30 p.m. on 6 December 2018 and, if exercised in full, shall require the Company to issue up to a further 2,173,913 Broker Option Shares. The exercise of the Broker Option shall be at the discretion of Peel Hunt and Stanford Capital (with the agreement of the Company) and the Joint Bookrunners are under no obligation to exercise the Broker Option.
The New Ordinary Shares are not being made available to the public and none of the New Ordinary Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.
The allotment and issue of the Placing Shares (and any Broker Option Shares) is conditional on, amongst other things, the approval by Shareholders of the Resolutions required for the Directors to allot the New Ordinary Shares and for statutory pre-emption rights to be disapplied in respect of such allotments. The Resolutions contain the relevant approvals required for the Fundraising. The Resolutions also contain the relevant authorities required for the Directors to allot Ordinary Shares on conversion of the Loan Notes and the adjusted number of Ordinary Shares to be issued in respect of the GHIF Convertible Bond and for the statutory pre-emption rights to be disapplied in respect of such allotments. The Directors authority to allot shares to the shareholder of VGL has also been updated to reflect the Visible Genomics SPA as proposed to be amended by the Fifth Deed of Amendment.
Reasons for the Fundraising and Use of Proceeds
The Placing and Loan Note proceeds alongside the Company's existing cash and the expected R&D tax claim are intended to:
(i) support the working capital needs of the Company in relation to the launch of the Genedrive(R) HCV-ID Kit and support projects to help enhance the gross margin of the assay;
(ii) fund the Company's development programmes relating to AIHL and mTB assays, as well as enhance the Genedrive(R) system in terms of data, data sharing and connectivity; and
(iii) fund the GBP300,000 cash payment to VGL as part of an existing deferred consideration liability as varied by the Fifth Deed of Amendment.
Any monies raised via the Broker Option are expected to be allocated to items (i) and (ii) above.
Principal Terms of the Placing
The Joint Bookrunners as agents for the Company have severally agreed to use their respective reasonable endeavours to procure Placees by way of an accelerated Bookbuild process on the terms of the Placing Agreement (further details of which are set out in the Appendix to this announcement). Placees are required to subscribe for the New Ordinary Shares on the basis of the Terms and Conditions of the Placing set out in the Appendix to this announcement. The Placing and the Broker Option is not being underwritten.
The issue of the Placing Shares is intended to raise GBP3.5 million (before expenses). If the Broker Option is exercised in full, the Company would raise a further GBP0.5 million by the issue of the Broker Option Shares. It is expected that the net proceeds of the Placing and any Broker Option Shares subscribed for will be received by the Company by 12 December 2018.
Under the Placing Agreement, the Company has agreed to pay to Peel Hunt and Stanford Capital commission based on the aggregate value of the New Ordinary Shares placed at the Placing Price and the costs and expenses incurred in relation to the Placing together with any applicable VAT.
No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares.
Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares (including the Broker Option Shares (if any)) to trading on AIM. Subject to, amongst other things, Shareholder approval of the Resolutions at the General Meeting, it is expected that dealings will commence, at 8:00 a.m. on 10 December 2018.
EIS / VCT
The following information is based upon the laws and practice currently in force in the UK and may not apply to persons who do not hold Ordinary Shares as investments.
The Company has recently received assurance from HMRC that the ordinary shares in the Company represent a qualifying investment for a VCT and are capable of qualifying for EIS tax reliefs. Accordingly, the New Ordinary Shares will rank as "eligible shares" and will be capable of being a "qualifying holding" for the purposes of investment by VCTs and that the Company can issue EIS 3 "compliance certificates" for the purposes of EIS.
Shareholders and investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own independent financial adviser immediately.
The information below is intended only as a general guide to the current tax position under UK taxation law and is not intended to be exhaustive. Shareholders and investors who are in any doubt as to their tax position or who are subject to a tax jurisdiction, other than the UK, are strongly advised to consult their professional advisers. The Company is a knowledge intensive company and knowledge intensive companies can raise up to GBP10 million under the combined VCT, EIS, SEIS, social investment tax relief or any other state aid risk capital investment in any 12 month period.
EIS
The Company intends to operate so that it qualifies for the taxation advantages offered under EIS. The main advantages are as follows:
-- Individuals can claim a tax credit reduction of 30% of the amount invested in the Company against their UK income tax liability, provided they have a sufficient tax liability to reclaim this amount, thus reducing the effective cost of their investment to 70 pence for each GBP1 invested. However, there is an EIS subscription limit of GBP1 million in each tax year, or GBP2 million in each tax year providing at least GBP1 million is invested into shares in a company which qualifies as a knowledge intensive company, and, to retain the relief, the EIS Shares must be held for at least three years.
-- UK investors (individuals or certain trustees) may defer a chargeable gain by investing the amount of the gain in the Company. There is no limit to the level of investment for this purpose and, therefore, to the amount of gain which may be deferred in this way. Note that the deferred gain will come back into charge when the EIS Shares are disposed of or if the Company ceases to qualify as an EIS company within the three year qualifying period.
-- There is no tax on capital gains made upon disposal after the three year period (the "Qualifying Period") of shares in an EIS qualifying company on which income tax relief has been given and not withdrawn.
-- If a loss is made on disposal of the EIS Shares at any time, the amount of the loss (after allowing for any income tax relief initially obtained) can be set off against either the individual's gains for the tax year in which the disposal occurs, or, if not so used, against capital gains of a subsequent tax year, or against the individual's net income of the tax year of the disposal or of the previous tax year.
-- Provided a Shareholder has owned EIS Shares for at least two years and certain conditions are met at the time of transfer, up to 100% business property relief will be available, which reduces the inheritance tax liability on the transfer of EIS Shares to nil.
-- The amount of relief an investor may gain from an EIS investment in the Company will depend on the investor's individual circumstances.
Qualifying Period
In order to retain the EIS reliefs, an investor must hold their shares for at least three years. A sale or other disposal (other than an inter-spousal gift or a transfer on death) will result in any income tax relief that has been claimed being clawed back by HMRC. Additionally, any capital gains deferred will come back into charge and the capital gains tax exemption will be lost. It is the investor's responsibility to disclose a disposal to HMRC.
An individual can only be eligible for EIS relief on the purchase of shares if all shares held by that investor are either risk-based shares (that is, shares for which an EIS 3 compliance statement has been or will be issued) or the original subscriber shares which the investor has continued to hold.
Additionally, if the Company ceases to meet certain qualifying conditions within three years from the date of the share issue, the tax reliefs will be lost. This will be shown as the "Termination Date" on the EIS3 certificate which the Company will issue to investors following formal approval of the share issue by HMRC.
Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their shares in the Company, the Company has to meet a number of rules regarding the kind of company it is, the amount of money it can raise, how and when that money must be employed for the purposes of the trade, and the trading activities carried on. The Company must satisfy HMRC that it meets these requirements and is therefore a qualifying company. Although the Company currently expects to satisfy the relevant conditions for EIS investment, neither the Directors nor the Company gives any warranty or undertaking that relief will be available in respect of any investment in the EIS Shares.
VCT
The status of the New Ordinary Shares as a qualifying holding for VCTs will be conditional, inter alia, upon the Company continuing to satisfy the relevant requirements.
Although the Company currently expects to satisfy the relevant conditions for VCT investment, neither the Directors nor the Company gives any warranty or undertaking that an investment in New Ordinary Shares by a VCT will be a qualifying holding.
As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders and investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.
Conditionality
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Placing Agreement is conditional, amongst other things, upon the following:
-- the passing, without amendment, of the Resolutions at the General Meeting;
-- none of the warranties contained in the Placing Agreement, in the opinion of the Joint Bookrunners (acting
jointly and in good faith), being untrue or inaccurate or misleading at the date of the Placing Agreement or
becoming untrue or inaccurate or misleading at any time between such date and Admission by reference to the facts
and circumstances from time to time subsisting;
-- the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission;
-- the BGF Subscription Agreement: (a) having been duly executed by all the parties thereto, and not having been
terminated or rescinded prior to Admission; and (b) becoming unconditional in all respects and having been
completed in escrow (subject to the sole condition to release from escrow being any condition equivalent to
Admission occurring as described below);
-- each of the Fifth Deed of Variation relating to the Visible Genomics SPA, and the Second Amendment and
Restatement Agreement relating to the GHIF Bond: (a) having been duly executed by all the parties thereto, and
not having been terminated or rescinded prior to Admission; and (b) becoming unconditional in all respects (save
for any condition equivalent to Admission occurring as described below, or which otherwise will be satisfied on
Admission); and
-- Admission occurring by no later than 8.00 a.m. on 10 December 2018 (or such later time and/or date as may be
agreed between the Company and Peel Hunt, being no later than 8.00 a.m. on 31 December 2018).
If the conditions set out above are not satisfied or waived (where capable of waiver), the Fundraising will lapse and the New Ordinary Shares will not be allotted and issued and no monies will be received by the Company from investors in respect of the New Ordinary Shares. In addition the BGF Subscription Agreement will not become unconditional and the Loan Notes will not be issued.
Effect of the Placing
The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.
The issue of the Placing Shares, upon completion of the Placing pursuant to the terms of the Placing Agreement, will represent approximately 44.8 per cent. of the Enlarged Share Capital assuming no take-up of the Broker Option.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Peel Hunt and Stanford Capital, as agents for the Company, have agreed to use their reasonable endeavours to procure Placees to take up the Placing Shares on the terms and subject to the conditions set out therein, at the Placing Price. The Placing Agreement is conditional upon, amongst other things, the conditions set out above (please see 'Conditionality' noted above).
The Placing Agreement contains customary warranties given by the Company in favour of Peel Hunt and Stanford Capital in relation to, amongst other things, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Peel Hunt (and its affiliates) and Stanford Capital in relation to certain liabilities which they may incur in respect of the Placing.
Peel Hunt and Stanford Capital each have the right to terminate their obligations under the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional. Where both Peel Hunt and Stanford Capital terminate their obligations under the Placing Agreement, the Placing Agreement will cease and terminate.
General Meeting
The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking approval of Shareholders, at the General Meeting, to allot the New Ordinary Shares, the Ordinary Shares to be issued on conversion of the Loan Notes, the GHIF Bond and the VGL Consideration Shares.
The General Meeting of the Company is to be held at 12:00 noon on 7 December 2018 at The Incubator Building, 48 Grafton Street, Manchester, M13 9XX. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve, inter alia, the authorities required to allot and issue the New Ordinary Shares.
A summary and explanation of the Resolutions is set out below.
Resolution 1: Authority to allot New Ordinary Shares (to be passed as an ordinary resolution)
Conditional on the passing of Resolution 2, Resolution 3 and Resolution 4, this ordinary resolution will grant the Directors authority to allot up to 17,391,304 New Ordinary Shares for the purposes of the Placing and the Broker Option. The authority given by this Resolution will expire 90 days after the date of the passing of the Resolution. This authority will be in addition to the authorities given to the Directors at the annual general meeting of the Company which took place on 29 November 2017.
Resolution 2: Disapplication of pre-emption rights in respect of the Placing and Broker Option (to be passed as a special resolution)
Conditional on the passing of Resolution 1, Resolution 3 and Resolution 4, this special resolution disapplies statutory pre-emption rights in respect of the allotment up to 17,391,304 New Ordinary Shares to be allotted pursuant to Resolution 1 in connection with the Placing and Broker Option. The authority given by this Resolution will expire 90 days after the date of the passing of the Resolution. This authority will be in addition to the authorities given to the Directors at the annual general meeting of the Company which took place on 29 November 2017.
Resolution 3: Authority to allot shares in relation to BGF, GHIF and Visible Genomics SPA (to be passed as an ordinary resolution)
Conditional on the passing of Resolution 1, Resolution 2 and Resolution 4, this ordinary resolution will grant the Directors authority to allot
(a) up to 8,695,652 Ordinary Shares on conversion of the Loan Notes; (b) up to 7,100,000 Ordinary Shares on conversion of the GHIF Bond; and
(c) 1,369,565 Ordinary Shares to the seller of Visible Genomics to reflect the amended terms of the Visible Genomics SPA.
This authority will be in addition to the authorities given to the Directors at the annual general meeting of the Company which took place on 29 November 2017.
Resolution 4: Disapplication of pre-emption rights in relation to BGF and GHIF (to be passed as a special resolution)
Conditional on the passing of Resolution 1, Resolution 2 and Resolution 3, this special resolution disapplies statutory pre-emption rights in respect of the allotment of Ordinary Shares for cash up to 15,795,652 Ordinary Shares which represents the maximum number of Ordinary Shares which may be issued in connection with conversion of the Loan Notes and the GHIF Bond.
This authority will be in addition to the authorities given to the Directors at the annual general meeting of the Company which took place on 29 November 2017.
Recommendation
The Directors consider that the Fundraising and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions, as they intend to do in respect of their beneficial holdings of an aggregate of 163,065 Existing Ordinary Shares, representing approximately 0.87 per cent. of the Existing Ordinary Shares.
The Fundraising is conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not passed at the General Meeting, the Fundraising will not proceed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing, the Loan 16 November 2018
Note subscription and the Broker Option
Posting of the Circular and Form of Proxy 19 November 2018
Latest time and date for receipt of Forms 12 noon on 5 December
of Proxy for the General Meeting 2018
General Meeting 12 noon on 7 December
2018
Admission of the New Ordinary Shares to 8 a.m. on 10 December
trading on AIM 2018
New Ordinary Shares to be held in uncertificated 10 December 2018
form credited to CREST stock accounts
Expected date of dispatch of definitive 17 December 2018
share certificates for New Ordinary Shares
to be held in certificated form
Notes
1. Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to London Stock Exchange plc and the Company will make an appropriate announcement to a Regulatory Information Service.
2. References to times in this announcement are to London times unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
"Act" the Companies Act 2006, as amended
"Admission" admission of the New Ordinary
Shares (including such number
of Broker Option Shares as may
be subscribed for) to trading
on AIM becoming effective in
accordance with the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
and/or the AIM Rules for Nominated
Advisers (as the context may
require)
"AIM Rules for Companies" the rules of AIM as set out
in the publication entitled
"AIM Rules for Companies" published
by the London Stock Exchange
from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out
in the publication entitled
"AIM Rules for Nominated Advisers"
published by the London Stock
Exchange from time to time
"Announcement" this RIS announcement, including
the Appendix
"Appendix" the appendix to this Announcement
setting out the terms and conditions
of the Placing
"BGF" BGF Investments LP (a limited
partnership with registered
number LP14928), acting by its
manager BGF Investment Management
Limited (company number 10608481)
"BGF Subscription Agreement" the conditional subscription
agreement entered into among
(i) the Company (ii) the Executive
Directors, (iii) BGF Investments
LP and (iv) BGF Investment Management
Limited dated 15 November 2018
in respect of the proposed subscription
by BGF for the convertible Loan
Notes
"Board" or "Directors" the board of directors of the
Company
"Bookbuild" the accelerated bookbuild process
conducted in relation to the
Placing which established the
demand for the Placing Shares
to be issued pursuant to the
Placing at the Placing Price
"Broker Option" the option granted by the Company
to Peel Hunt and Stanford Capital
to procure the subscription
of the Broker Option Shares,
pursuant to the terms of the
Placing Agreement
"Broker Option Shares" the up to 2,173,913 new Ordinary
Shares to be subscribed for
by existing and other investors
at the Placing Price, to the
extent the Broker Option is
exercised under the terms of
the Placing Agreement
"Business Day" any day (excluding Saturdays
and Sundays and public holidays
in England and Wales) on which
banks are open in London for
normal banking business and
the London Stock Exchange is
open for trading
"certificated" or "in certificated an Ordinary Share or other security
form" recorded on a company's share
register as being held in certificated
form (that is not in CREST)
"Circular" this circular of the Company
giving (amongst other things)
details of the Placing, the
convertible Loan Note subscription
and also incorporating the Notice
of General Meeting
"Company" or "genedrive" genedrive plc, a public limited
company incorporated in England
and Wales under registered number
06108621
"CREST" the relevant system (as defined
in the Regulations) which enables
title to units of relevant securities
(as defined in the Regulations)
to be evidenced and transferred
without a written instrument
and in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
"CREST Manual" the compendium of documents
entitled "CREST Manual" published
by Euroclear from time to time
and comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, the CREST Rules (including
CREST Rule 8), the CREST CCSS
Operating Manual and the CREST
Glossary of Terms
"CREST member" a person who has been admitted
to CREST as a system-member
(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" or "Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
(as amended from time to time)
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST
as a sponsored member
"EIS" Enterprise Investment Scheme
"Enlarged Share Capital" the entire issued share capital
of the Company following Admission,
assuming no other Ordinary Shares
are issued between the date
of this announcement and Admission
and assuming the 15,217,391
Placing Shares are issued but
no subscription for new Ordinary
Shares under the Broker Option
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited,
the Operator of CREST (as defined
in CREST Regulations)
"Executive Directors" means David Budd and Matthew
Fowler
"Existing Ordinary Shares" the 18,783,115 Ordinary Shares
in issue on 15 November 2018,
(the latest practicable date
before issue of this announcement)
all of which are admitted to
trading on AIM
"Fifth Deed of Amendment" the conditional fifth deed of
amendment entered into between
the Company and Dr Ben Cobb
to vary the terms of the Visible
Genomics SPA and which also
terminates and replaces the
Fourth Deed of Amendment
"First Amendment and Restatement the first amendment and restatement
Agreement" agreement of the GHIF Convertible
Bond entered into between the
Company and GHIF dated 23 June
2016
"Form of Proxy" the form of proxy which will
accompany the Circular for use
by Shareholders in relation
to the General Meeting
"Fourth Deed of Amendment" the conditional fourth deed
of amendment entered into between
the Company and Dr Ben Cobb
to vary the terms of the Visible
Genomics SPA
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Fundraising" the Placing and Broker Option
and the issue of the convertible
Loan Notes pursuant to the BGF
Subscription Agreement and Loan
Note Instrument
"Genedrive(R)" the Company's point of care
instrument
"General Meeting" the general meeting of the Shareholders
of the Company to be held at
The Incubator Building, 48 Grafton
Street, Manchester, M13 9XX
at 12 noon on 7 December 2018,
convened by the Notice of General
Meeting
"GHIF" Global Health Investment Fund
I LLC, a Delaware limited liability
company, whose registered office
is at 2711 Centerville Road,
Suite 400 in the City of Willmington,
Delaware 19808 USA, a private
investment fund structured by
JP Morgan Chase & Co and the
Bill and Melinda Gates Foundation.
The fund finances the development
of drugs, vaccines, diagnostics
and other interventions against
diseases that disproportionately
burden low and middle income
countries
"GHIF Bond" the US$8million convertible
bond entered into between GHIF
and the Company pursuant to
the GHIF Bond and Collaboration
Agreement
"GHIF Bond and Collaboration the collaboration and convertible
Agreement" bond purchase agreement entered
into between the Company and
GHIF dated 21 July 2014, as
amended and restated by the
First Amendment and Restatement
Agreement and the Second Amendment
and Restatement Agreement
"Group" the Company, its subsidiaries
and subsidiary undertakings
"Intercreditor Deed" the intercreditor deed to be
entered into among the Company
BGF and GHIF in the form agreed
and pursuant to the BGF Subscription
Agreement
"Loan Notes" the GBP2,500,000 convertible
loan notes to be issued to BGF
in accordance with the Loan
Note Instrument
"Loan Note Instrument" the convertible loan note instrument
in the form agreed pursuant
to the BGF Subscription Agreement
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" means, together, the Placing
Shares and the Broker Option
Shares
"Notice of General Meeting" the notice of General Meeting
to be set out at the end of
the Circular
"Ordinary Shares" ordinary shares of GBP0.015
each in the capital of the Company
"Peel Hunt" Peel Hunt LLP, a Limited Liability
Partnership incorporated and
registered in England with No.
OC357088 whose registered office
is Moor House, 120 London Wall,
London EC2Y 5ET, the Company's
nominated adviser, joint bookrunner
and joint broker
"Placees" eligible institutional investors
procured by Peel Hunt and Stanford
Capital and subscribing for
Placing Shares in the Placing
"Placing" the conditional placing by Peel
Hunt and Stanford Capital (on
behalf of the Company) of 15,217,391
Placing Shares pursuant to the
Placing Agreement to raise GBP3.5
million before expenses
"Placing Agreement" the conditional placing agreement
dated 16 November 2018 relating
to the Placing and Broker Option
made between the Company, Peel
Hunt and Stanford Capital
"Placing Price" means 23 pence per Placing Share
"Placing and Loan Note Proceeds" the gross proceeds of the issue
of the Placing Shares pursuant
to the Placing and the issue
of the Loan Notes
"Placing Results Announcement" means the RIS announcement of
the results of the Placing dated
16 November 2018
"Placing Shares" the 15,217,391 Ordinary Shares
to be issued pursuant to the
Placing
"Registrars" or "Neville" Neville Limited Registrars of
Neville House, Steelpark Road,
Halesowen B62 8HD
"Regulatory Information Service" a regulatory information service
or "RIS" operated by the London Stock
Exchange as defined in the AIM
Rules for Companies
"Resolutions" the resolutions to be proposed
at the General Meeting as set
out in the Notice of General
Meeting
"Second Amendment and Restatement the second amendment and restatement
Agreement" of the GHIF Convertible Bond
and ollaboration Agreement entered
into between the Company and
GHIF dated 15 November 2018
"Shareholders" the holders of Ordinary Shares
for the time being, each individually
a "Shareholder"
"Stanford Capital" Stanford Capital Partners Limited,
incorporated and registered
in England with No 11192616
whose registered office is at
Warden House, 37 Manor Road,
Colchester, Essex, CO3 3LX,
the Company's joint bookrunner
and joint broker
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"uncertificated" or "uncertificated recorded on the register of
form" members of the Company as being
held in uncertificated form
in CREST and, title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"US" or "United States" the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia
"VCT" Venture Capital Trust
"VGL" or "Visible Genomics" Visible Genomics Limited which
was a company incorporated under
the Companies Acts in England
and Wales with registered number
07116987
"VGL Consideration Shares" the 869,565 Ordinary Shares
proposed to be issued to the
shareholder of VGL in accordance
with the terms of the Visible
Genomics SPA on the assumption
that the Fifth Deed of Amendment
becomes unconditional, expected
to be issued on the first anniversary
of the date of Admission and
the 500,000 Ordinary Shares
proposed to be issued to the
shareholder of VGL in accordance
with the terms of the Visible
Genomics SPA on the assumption
that the Fifth Deed of Amendment
becomes unconditional, expected
to be issued on the third anniversary
of the date of Admission
"Visible Genomics SPA" the share sale and purchase
agreement entered into by the
Company and the shareholder
of VGL and dated 28 July 2010
as amended by deeds of variation
dated 9 May 2013, 5 March 2014
and 7 September 2016 and proposed
to be amended by the Fifth Deed
of Amendment
All references in this announcement to "GBP", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "US$" or "$" are to the lawful currency of the United States.
All references to time in this announcement are to London
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 THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act ("Regulation S")) except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. 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, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a purchase of New Ordinary Shares.
The distribution of this Announcement and/or the Placing and/or the issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners or any of their respective affiliates, agents directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.
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 New Ordinary Shares and the New Ordinary 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 New Ordinary 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, you should read and understand the information provided in the "Important Notice" section of this Announcement.
By participating in the Bookbuild and/or 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 New Ordinary Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any New Ordinary Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
(i) the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Bookrunners have been given to the offer or resale;
(ii) where New Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons; and
3. it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 4 above) is not a US Person (as defined in Regulation S) and is located outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;
6. it has not offered, sold or delivered and will not offer to sell or deliver any of the New Ordinary Shares to persons within the United States, directly or indirectly, or to, or for the account or benefit of, US Persons; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the New Ordinary Shares; and it is not taking up the New Ordinary Shares for resale in or into the United States.
No prospectus
The New Ordinary 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 New Ordinary Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the New Ordinary Shares and the Placing based on the information contained in this Announcement, the announcement of the pricing of the Placing (the "Placing Results Announcement") (together, the "Placing Documents") and any other information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note sent to individual 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 the Bookrunners or the Company or any other person and none of the Bookrunners, 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. 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 New Ordinary Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
The Bookrunners are acting as joint bookrunners in connection with the Placing and have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunners, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for up to 15,217,391 Ordinary Shares (the "Placing Shares").
The final number of Placing Shares will be set out in a share placing supplement agreed between the Bookrunners and the Company following the Bookbuild (the "Placing Supplement"). The price payable by placees will be 23 pence per Ordinary Share (the "Placing Price").
The Company will also grant an option to the Brokers which shall be exercisable jointly at their discretion (acting with the Company's consent) to procure subscribers for up to a further 2,173,913 Ordinary Shares at the Placing Price (the "Broker Option") (and any Ordinary Shares placed in connection with the exercise of the Broker Option being the "Broker Option Shares"), such shares being in addition to the Placing Shares. The placing of the Placing Shares and any Broker Option Shares (such shares together, the "New Ordinary Shares") is not underwritten by the Bookrunners.
The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association 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 New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the admission of the New Ordinary Shares (including the Broker Option Shares, if any) to trading on AIM ("Admission").
It is expected that Admission of the New Ordinary Shares will occur at or before 8.00 a.m. (London time) on 10 December 2018 (or such later time and/or date as the Bookrunners may agree with the Company) and that dealings in the New Ordinary Shares will commence at that time.
Bookbuild
The Bookrunners will today commence the accelerated bookbuilding process to determine demand for Placing Shares by Placees (the "Bookbuild"). This Announcement 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 New Ordinary Shares.
The Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine. In particular, the Bookrunners may (subsequent to allocating Placing Shares pursuant to the Bookbuild), procure further placees for Broker Option Shares pursuant to the Broker Option.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally, and not jointly, or jointly and severally, as bookrunners and placing agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Bookrunners. Each of the Bookrunners may itself agree to be a Placee in respect of all or some of the New Ordinary Shares or may nominate any member of its group to do so.
2. The number of Placing Shares will be agreed by the Bookrunners (in consultation with the Company) following completion of the Bookbuild. Subject to the execution of the Placing Supplement, the number of Placing Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Placing Results Announcement. The number of Broker Option Shares (if any) to be issued will also be announced following the exercise (or expiry) of the Broker Option.
3. Allocations of the New Ordinary Shares will be determined by the Bookrunners after consultation with the Company (the proposed allocations having been supplied by the Bookrunners to the Company in advance of such consultation). Subject to the execution of the Placing Supplement, allocations in respect of Placing Shares (and, if the Broker Option is exercised at that time, any Broker Option Shares) will be confirmed orally by the Bookrunners and a contract note will be despatched as soon as possible thereafter. A Bookrunner'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 the Bookrunners and the Company, to acquire the number of New Ordinary Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Bookrunner's consent, such
commitment will not be capable of variation or revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note.
5. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
6. All obligations under the Bookbuild and/or the Placing (including with respect to any Broker Option Shares) 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".
7. 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.
8. To the fullest extent permissible by law, neither the Bookrunners, nor 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 the Bookrunners, nor 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 the Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunners and the Company may determine.
9. The New Ordinary Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for New Ordinary 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 the Bookrunners' conduct of the Placing.
10. All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on 10 December 2018 (or such later time and/or date, not being later than 8.00 a.m. (London time) on 31 December, as the Bookrunners may otherwise agree with the Company) (the "Closing Date");
3. none of the warranties contained in the Placing Agreement, in the opinion of the Bookrunners (acting jointly and in good faith), being untrue or inaccurate or misleading at the date of the Placing Agreement or becoming untrue or inaccurate or misleading at any time between such date and Admission by reference to the facts and circumstances from time to time subsisting
4. the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
5. the execution and delivery of the Placing Supplement; and
6. the BGF Subscription Agreement: (a) having been duly executed by all the parties thereto, and not having been terminated or rescinded prior to Admission; and (b) becoming unconditional in all respects and having been completed in escrow (subject to the sole condition to release from escrow being any condition equivalent to item 2 above);
7. each of the deed of variation of the share purchase agreement with Dr Benjamin Cobb, and the note amendment deed between the Company and Global Health Investment Fund I LLC: (a) having been duly executed by all the parties thereto, and not having been terminated or rescinded prior to Admission; and (b) becoming unconditional in all respects (save for any condition equivalent to item 2 above, or which otherwise will be satisfied on Admission);
8. in the good faith opinion of the Bookrunners (acting jointly and in good faith), there having been no material adverse change in, or any development involving a prospective material adverse change in, or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects of the Company, or of the Group (taken as a whole whether or not arising in the ordinary course of business ("Material Adverse Change").
The Bookrunners (if they both agree) may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of certain such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to (amongst other things) Admission taking place, and the BGF Subscription Agreement becoming unconditional, may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Bookrunners may agree); 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 the Placees' rights and obligations hereunder in relation to the New Ordinary 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.
None of the Bookrunners, nor 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 the Bookrunners.
Right to terminate under the Placing Agreement
Each of the Bookrunners is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of its material obligations contained in the Placing Agreement;
2. it comes to the knowledge of either Bookrunner that any of the warranties contained in the Placing Agreement was untrue, inaccurate or misleading either when made and/or would be if such warranties were deemed to be repeated at any time before Admission by reference to the facts and circumstances then subsisting;
3. if 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 the Bookrunners; or
4. the occurrence of certain force majeure events.
Upon termination, such terminating Bookrunner 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. If both Bookrunners terminate their obligations under the Placing Agreement, then the Placing Agreement shall cease and terminate and the Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the exercise by either of the Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner 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 the Bookrunners of the allocation and commitments following the close of the Bookbuild (or otherwise, in respect of Broker Option Shares, following exercise of the Broker Option).
Lock-up Arrangements
The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and 12 months after Admission, it will not offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any shares of the Company, or any securities convertible into or exchangeable or carrying rights to acquire other shares of the Company, whether settled in cash or otherwise, without prior consent from the Bookrunners. However, this undertaking shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise by any Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of that Bookrunner 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 New Ordinary Shares (ISIN: GB00B1VKB244) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Bookrunners reserve the right to require settlement for, and delivery of, the New Ordinary 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 (or otherwise, in respect of Broker Option Shares, following exercise of the Broker Option), each Placee to be allocated New Ordinary Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of New Ordinary Shares allocated to them at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner 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 New Ordinary Shares that it has in place with the relevant Bookrunner.
The Company will deliver the New Ordinary Shares to a CREST account operated by the relevant Bookrunner as agent for the Company and the relevant Bookrunner 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 New Ordinary Shares to that Placee against payment.
It is expected that settlement in respect of the New Ordinary Shares will take place on 10 December 2018 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 the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' 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 New Ordinary Shares on such Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary Shares), none of the Bookrunners nor 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 the Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for New Ordinary Shares, the following:
General
1. it has read and understood this Announcement in its entirety and its subscription for New Ordinary 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 New Ordinary 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 rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of the New Ordinary Shares will be (a) itself or (b) its nominee, as the case may be. None of the Bookrunners 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 the Company and the Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
4. neither the Bookrunners nor any of their respective 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 (other than the relevant Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunners;
No distribution of Announcement
7. 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 materials to any person;
No prospectus
8. no prospectus or other offering document is required under the Prospectus Directive, nor will one be prepared in connection with the Bookbuild, the Placing or the New Ordinary Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the New Ordinary Shares;
Purchases by Bookrunners for their own account
9. in connection with the Placing, the Bookrunners and any of their affiliates acting as an investor for its own account may subscribe for New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary 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 New Ordinary Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Bookrunners or any of their affiliates acting in such capacity;
10. each of the Bookrunners and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares;
11. the Bookrunners do not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of the Bookrunners
12. the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is not and will not be a client of any of the Bookrunners in connection with its participation in the Placing and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective 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 their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
No responsibility of the Bookrunners for information
14. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Bookrunner nor their respective 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;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for New Ordinary 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 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary Shares;
(b) it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Bookrunners or 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 New Ordinary Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
(c) none of the Bookrunners, nor 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 New Ordinary 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 the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and
(d) none of the Bookrunners 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;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation that the Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the New Ordinary 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 New Ordinary Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
17. in making any decision to subscribe for New Ordinary 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 New Ordinary Shares;
(b) will not look to the Bookrunners 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 New Ordinary Shares;
(d) is able to sustain a complete loss of an investment in the New Ordinary Shares;
(e) has no need for liquidity with respect to its investment in the New Ordinary 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 New Ordinary Shares; and
(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the New Ordinary 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;
Capacity and authority
18. it is subscribing for the New Ordinary 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 Announcement;
19. 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) and will remain liable to the Company and/or the Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
20. it and any person acting on its behalf is entitled to subscribe for the New Ordinary 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 New Ordinary 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 Announcement) 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 the Bookrunners, 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;
21. where it is subscribing for New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the New Ordinary Shares for each managed account;
22. it irrevocably appoints any duly authorised officer of each Bookrunner 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 New Ordinary Shares for which it agrees to subscribe for upon the terms of this Announcement;
Excluded territories
23. the New Ordinary 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 New Ordinary Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
24. the New Ordinary Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above 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, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the New Ordinary Shares in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with the Bookrunners, it is not and at the time the New Ordinary Shares are subscribed for, neither it nor the beneficial owner of the New Ordinary 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;
26. it may be asked to disclose in writing or orally to the Bookrunners: (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;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account or benefit it is purchasing the New Ordinary Shares, is (i) located outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) has not been offered to purchase or subscribe for New Ordinary Shares by means of any "directed selling efforts" as defined in Regulation S;
28. it understands that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S) except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
29. 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;
Compliance with EEA selling restrictions and the Prospectus Directive
30. if in a member state of the EEA, unless otherwise specifically agreed with the Bookrunners in writing, it is a Qualified Investor;
31. it has not offered or sold and will not offer or sell any New Ordinary 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 Directive;
32. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the New Ordinary Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and MAR
33. 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;
34. it has not offered or sold and will not offer or sell any New Ordinary 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");
35. 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 New Ordinary 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 either Bookrunner 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;
36. 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 New Ordinary Shares (including all applicable provisions in FSMA and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR")) in respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
37. if it is a pension fund or investment company, its subscription for New Ordinary Shares is in full compliance with applicable laws and regulations;
38. 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;
39. in order to ensure compliance with the Regulations, each Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the relevant Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the New Ordinary Shares may be retained at the relevant Bookrunner's absolute discretion or, where appropriate, delivery of the New Ordinary Shares to it in uncertificated form may be delayed at the relevant Bookrunner'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 the relevant Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Bookrunner 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;
Depositary receipts and clearance services
40. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary 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 New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;
Undertaking to make payment
41. it (and any person acting on its behalf) has the funds available to pay for the New Ordinary Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as the Bookrunners may in their 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 Placing Price and the number of New Ordinary 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 New Ordinary Shares;
Money held on account
42. any money held in an account with the relevant Bookrunners 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 the relevant Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
Allocation
43. its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for, and that the Bookrunners or the Company may call upon it to subscribe for a lower number of New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum;
No recommendation
44. none of the Bookrunners, nor any of their respective 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;
Inside information
45. 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;
Rights and remedies
46. the rights and remedies of the Company and the Bookrunners under the terms and conditions in this Announcement 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
Governing law and jurisdiction
47. 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 New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or the Bookrunners 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 as each of the Bookrunners and are irrevocable. The Bookrunners, 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 the Bookrunners 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.
Indemnity
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, the Bookrunners 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 Announcement or incurred by the Bookrunners, the Company or each 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 Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue New Ordinary Shares 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 New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners 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 the Bookrunners in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for New Ordinary Shares.
The Company and the Bookrunners are not liable to bear any taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Bookrunners and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunners 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 New Ordinary Shares or the agreement by them to subscribe for, acquire, transfer or sell any New Ordinary Shares.
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. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
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 New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.
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.
END
IOEFMMMMGVNGRZG
(END) Dow Jones Newswires
November 16, 2018 02:00 ET (07:00 GMT)
1 Year Genedrive Chart |
1 Month Genedrive Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
