Placing to raise £10m

15 October 2013

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

Nanoco Group plc

 

Nanoco announces the launch of an accelerated bookbuild process to place 6,369,427 additional new ordinary shares at a price of 157 pence per share to raise approximately £10 million

 

Introduction

 

Nanoco Group plc (AIM: NANO) ("Nanoco", the "Company" or the "Group") today announces its intention to raise approximately £10 million from a placing via an accelerated bookbuild in order to fund the Company's continued growth (further details of which are set out in the "Use of proceeds" section below).

 

Nanoco is pleased to announce a placing of 6,369,427 new Ordinary Shares of 10p each ("New Ordinary Shares") at a price of 157 pence per share (the "Placing Price") to raise approximately £10 million of gross proceeds (the "Placing").

 

Canaccord Genuity Limited ("Canaccord") and Liberum Securities Limited ("Liberum") have been appointed as joint bookrunners ("Joint Bookrunners") in respect of the Placing. The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this announcement.

 

Capitalised terms in this announcement have the definitions as set out in the appendix to this announcement (the "Appendix").

 

Transaction Highlights

 

·     The Company announces a placing of 6,369,427 New Ordinary Shares at a price of 157 pence per New Ordinary Share to raise approximately £10 million of gross proceeds

·     Net proceeds from the Placing will be used by the Company for general working capital and corporate purposes

·     The maximum New Ordinary Shares to be issued in connection with the Placing is equivalent to approximately 3.0 per cent. of the Company's existing issued ordinary share capital

·     The Placing Price represents a discount of approximately 2.2 per cent. to the closing price of Nanoco's ordinary shares of 160.5 pence on 14 October 2013

·     The Placing is being conducted through an accelerated bookbuild process at the Placing Price

·     The books for the Placing will open with immediate effect

·     The appendix to this announcement contains the detailed terms and conditions of the Placing

 

 

Commenting on today's announcement, Nanoco Group plc Chief Executive Officer Michael Edelman said:

 

"During the past few months we have made rapid progress with the commercialisation of our technology and with the development of our manufacturing capacity. The additional funds to be raised in this Placing will assist our efforts to realise our strategy and to deliver value to our shareholders."

 

 

For further information

Nanoco	+ 44 (0) 161 603 7900
Michael Edelman, Chief Executive Officer
Colin White, Chief Financial Officer
Canaccord Genuity Limited - Nomad and Joint Broker	+44 (0) 20 7523 8000
Corporate Broking Simon Bridges Cameron Duncan
Equity Capital Markets Tim Redfern Kit Stephenson
Liberum Capital Limited - Joint Broker	+44 (0) 20 3100 2222
Simon Atkinson Richard Bootle
Buchanan	+ 44 (0) 20 7466 5000
Mark Court Fiona Henson Sophie Cowles

 

 

 

Update on Trading and Outlook

 

The Company released its preliminary results at 7:00 a.m. on 14 October 2013, in which the following statement regarding the Company's trading performance and current outlook can be found:

 

"Our partnership with Dow for the mass manufacture of Nanoco quantum dots to supply the display market is proceeding well and continues to be a major focus for the business. Additionally, the Company's development agreements with Osram and Tokyo Electron are progressing well. 

 

"We look forward to building on a year of solid progress in the commercialisation of our technology and view the future with confidence."

 

Details of the Placing

 

Nanoco intends to raise approximately £10 million through a placing conducted by the Joint Bookrunners of 6,369,427 New Ordinary Shares with institutional investors at the Placing Price ("Placing Shares") through an accelerated bookbuild process on a non-preemptive basis.

 

The Placing Shares are equivalent to approximately 3.0 per cent. of the Company's existing issued ordinary share capital and the Placing Price represents a discount of approximately 2.2 per cent. to the closing price of Nanoco's Ordinary Shares of 160.5 pence on 14 October 2013, being the last practicable date before the date of this announcement, and a discount of approximately 10.2 per cent. to the average closing price of Nanoco's Ordinary Shares of 174.8 pence over the last 30 trading days up to and including 14 October 2013, being the last practicable date before the date of this announcement. The Placing is being carried out using the existing share authorities of the Group, which were granted at the Company's Annual General Meeting held on 14 December 2012.

 

The books for the Placing will open with immediate effect.  The books are expected to close no later than 4:30 p.m. on 15 October 2013.  The timing of the closing of the books and the determination of allocations may be accelerated or delayed at the Joint Bookrunners' discretion.  The Appendix to this announcement contains detailed terms and conditions applicable to the Placing.

 

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix.

 

The Placing Shares will be credited as fully paid and rank pari passu with the existing issued Ordinary Shares when issued. Application will be made for the Placing Shares to be admitted to trading on AIM, which is expected to become effective at 8.00 a.m. on 21 October 2013 ("Admission"). Settlement of the Placing Shares is expected to take place within the CREST system following Admission.

The Placing is conditional, inter alia, on:

·      the placing agreement between the Company and the Joint Bookrunners relating to the Placing becoming unconditional in all respects; and

·      the Admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 21 October 2013 or such other date as the Joint Bookrunners and the Company may agree, being not later than 3:00 p.m. on 31 October 2013.

 

Furthermore, the Placing Agreement will terminate and the Placing will not proceed in the event that less than £10 million is raised in the bookbuild process.

Participation in the Placing will be limited to institutional investors. Members of the general public are not eligible to take part in the Placing.

 

Use of proceeds

 

The net proceeds of the Placing will be used by the Company for general working capital and corporate purposes, including continuing to support and build on the Company's relationship with Dow for the display industry.

 

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or Liberum or any of their affiliates or agents as to or in relation to the 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, and any liability is therefore hereby expressly disclaimed.

 

The Appendix (which forms part of this announcement) sets out the terms and conditions of the Placing.

 

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed: (i) to have read and understood this announcement in its entirety (including the Appendix); (ii) to be making such offer and participating in the Placing on the terms and subject to the conditions herein, and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 

This announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer to buy, securities in the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or any jurisdiction in which the same would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Any failure to comply with these restrictions may constitute a violation of U.S., Canadian, Australian, New Zealand, Japanese, Irish or South African securities laws, as applicable. Members of the public are not eligible to take part in the Placing and no public offer of the Company's securities is being or will be made in the United Kingdom, the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or elsewhere. No action has been taken by the Company, Canaccord or Liberum that would permit an offering of the securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Canaccord and Liberum to inform themselves about, and to observe, any such restrictions.

 

This announcement is directed only at: (a) persons in member states of the EEA who are qualified investors as defined in Article (2)(1)(e) of the Prospectus Directive; (b) in the United Kingdom, qualified investors who are (1) investment professionals falling within Article 19(1) or Article 19(5) of the Order; (2) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this announcement; and (c) in the United States, "accredited investors" as defined in Rule 501 of the U.S. Securities Act all such persons together being referred to as "Relevant Persons". This announcement must not be acted on or relied on by persons who are not Relevant Persons (as defined below). Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing and the book-building set out in this announcement are for information purposes only.

 

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or any jurisdiction in which the same would be unlawful.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated Adviser and joint broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placing and Admission and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Canaccord or for advising any other person in relation to the Placing or any matter referred to in this announcement.

 

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint broker to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Liberum or for advising any other person in relation to the Placing or any matter referred to in this announcement.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this announcement is subject to change without notice and none of the Company, Canaccord nor Liberum assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to compare, continue to hold, or dispose of, securities in the Company.

 

Any indication in this announcement of the price at which ordinary shares in the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

Appendix - Placing terms and conditions  

 

 IMPORTANT INFORMATION REGARDING THE PLACING FOR PLACEES ONLY

 

1.    Eligible participants

 

Members of the public are not eligible to take part in the Placing. This Appendix and the terms and conditions set out herein are for information purposes only and are directed only at:

 

a)    persons in member states of the EEA who are qualified investors as defined in section 86(7) of FSMA, as amended, being persons falling within the meaning of Article (2)(1)(e) of the Prospectus Directive;

 

b)  in the United Kingdom, Qualified Investors who are (i) investment professionals falling within Article 19(1) or Article 19(5) of the Order;(ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (iii) persons to whom it may otherwise be lawfully communicated; and

 

c) in the United States, "accredited investors" as defined in Rule 501 of the U.S. Securities Act,

 

(all such persons in (a), (b) and (c) together being referred to as "Relevant Persons").

 

This Appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Appendix does not itself constitute an offer for sale or subscription of any securities in the Company.

 

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

 

2.    Overseas jurisdictions

 

The distribution of this announcement and/or issue of Placing Shares pursuant to the Placing or otherwise in certain jurisdictions outside the United Kingdom may be restricted by law. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or any other jurisdiction in which such offer or solicitation, publication or distribution is or would be unlawful. 

 

The Placing Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States, and, absent an exemption from registration under the U.S. Securities Act, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S under the U.S. Securities Act). No public offering of the Placing Shares is being made in the United States. This announcement is not an offer of securities for sale into the United States.

 

3.    Details of the placing agreement and the Placing Shares

 

The Joint Bookrunners have entered into a placing agreement (the "Placing Agreement") dated 15 October 2013 with the Company under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, each undertaken to use their reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not being underwritten by the Joint Bookrunners.

 

The Joint Bookrunners are arranging the Placing as agents for and on behalf of the Company. The Joint Bookrunners will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commission will be payable to Placees in respect of their Placing Shares.

 

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's memorandum and articles of association and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company ("Existing Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.

 

Each Placee will be required to pay to Canaccord or Liberum (as the case may be), on the Company's behalf, the Placing Price for each Placing Share allocated to it by Canaccord or Liberum (as applicable) and agreed to be acquired by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to each of Canaccord or Liberum (as applicable) and the Company.  Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Canaccord or Liberum (as the case may be) as principal, to pay to Canaccord or Liberum (as the case may be) (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee and which it has agreed to subscribe for. Each Placee will be deemed (i) to have read and understood this Appendix in its entirety; (ii) to be participating in the Placing upon the terms and conditions contained in this Appendix; and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable rules and regulations of the FCA made under the FSMA (the "FCA Rules"), neither (i) Canaccord nor Liberum, (ii) any director, officer, employee or consultant of Canaccord or Liberum, or (iii) to the extent not contained within (i) or (ii), any person connected with Canaccord or Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "Affiliates" and individually an "Affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

 

4.    Conditions of the Placing

 

The Joint Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

 

a.    none of the warranties or undertakings contained in the Placing Agreement being untrue or misleading in any respect as at the date of the Placing Agreement or at any time prior to Admission as though they had been given and made on such dates (by reference to the facts and circumstances existing at such dates);

 

b.    the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

 

c.     certain publication of announcement obligations (including with respect to this announcement); and

 

d.    Admission taking place not later than 8.00 a.m. on 21 October 2013 or such later date as the Company and the Joint Bookrunnners may otherwise agree but not being later than 3.00 p.m. on 31 October 2013.

 

If:

 

i.     Admission does not take place by 8.00 a.m. on 21 October 2013 or such later date as the Company and the Joint Bookrunnners may otherwise agree but not being later than 3.00 p.m. on 31 October 2013;

 

ii.    any of such conditions becomes incapable of being fulfilled; or

 

iii.   the Placing Agreement is terminated in the circumstances specified below,

 

the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Each of Canaccord and Liberum may, at their discretion and upon such terms as it thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

 

None of Canaccord, Liberum nor the Company 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 it 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 Canaccord and Liberum.

 

It is anticipated that the conditions set out in this Appendix will be fulfilled by 21 October 2013 in respect of the Placing. Canaccord and Liberum may agree with the Company to extend the time for the satisfaction of any of the conditions of the Placing (provided that such time may not be extended beyond 3.00 p.m. on 31 October 2013 (the "Long Stop Date")). The Company will inform each Placee if any such extension is agreed and all subsequent dates mentioned in this announcement will be adjusted appropriately.

 

5.    Right to terminate under the Placing Agreement

 

Subject to the paragraph below, if the conditions are not satisfied or waived by 21 October 2013 in respect of the Placing (or such later time as may be agreed by Canaccord and Liberum with the Company but in any event not later than 3.00 p.m. on the Long Stop Date), the Placing will not proceed and Placees' rights and obligations will cease and determine and no claims will be capable of being made by any Placee in respect of the Placing, and any payments made by Placees will be returned as soon as possible thereafter at the Placee's own risk without interest. The Placing Agreement will also terminate in the event that less than £10 million is raised in the bookbuild process.

 

Each Joint Bookrunner is entitled, at any time before Admission, to terminate the Placing Agreement in relation to the obligations in respect of the Placing Shares by giving notice to the Company in certain circumstances, including a breach of any of the warranties given to the Joint Bookrunners in the Placing Agreement or the failure of the Company to comply with obligations under the Placing Agreement which (in either case) either Joint Bookrunner acting in good faith considers to be material in the context of the Placing or, the occurrence of a change in financial, economic, political, military or market conditions or any other event which in the opinion of either Joint Bookrunner acting in good faith is likely to have an adverse effect on the Company which is material in the context of the Company as a whole or which makes it impracticable or inadvisable to proceed with the Placing. By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise. The Company will inform each Placee if the Joint Bookrunnners' obligations under the Placing Agreement do not become unconditional by 8.00 a.m. on 21 October 2013, or such later time and date as the Joint Bookrunners may in their absolute discretion determine (being no later than 3.00 p.m. on the Long Stop Date).

 

6.    Participation and settlement

 

A Placee's commitment to acquire a fixed number of Placing Shares at the Placing Price under the Placing will be agreed orally with Canaccord or Liberum (as applicable). Such agreement will constitute a legally irrevocable binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix.

 

After such agreement is entered into, a written confirmation will be dispatched to the Placee by Canaccord or Liberum (as the case may be) confirming (i) the number of Placing Shares that such Placee has agreed to acquire, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares and (iii) settlement instructions to pay Canaccord or Liberum (as the case may be), as agent of the Company. It is expected that such written confirmations will be despatched on the "trade date" for settlement purposes which will be 16 October 2013. The "settlement date" will be 21 October 2013.

 

Settlement of transactions in the Placing Shares (ISIN: GB00B01JLR99; SEDOL: B01JLR9) following Admission will take place within the CREST system, subject to certain exceptions, on a delivery versus payment ("DVP") basis. Placees should match their instructions to the relevant Joint Bookrunner's CREST participant ID (against CREST ID: 805 in the case of Canaccord; against CREST ID: CGMAY, account ID: SET03 in the case of Liberum). These are CREST accounts which are operated by Canaccord and JP Morgan on Canaccord's and Liberum's behalf respectively. The Joint Bookrunners reserve the right to require settlement for and/or delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Appendix or would not be consistent with the regulatory requirements in any Placee's jurisdiction. A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

 

Placees should instruct their CREST agent to make arrangements for payment for any Placing Shares which Placees are required to acquire as soon as possible.

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Placing.

 

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

 

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company, Canaccord nor Liberum will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Canaccord and Liberum in the event that any of the Company, Canaccord and/or Liberum has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord or Liberum (as applicable) accordingly.

 

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 outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

 

7.   No prospectus

 

No offering document or prospectus has been or will be submitted for approval by the FCA in relation to the Placing or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in this announcement and this Appendix. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and undertakes that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Canaccord, Liberum, the Company or any other person and none of the Company, Canaccord nor Liberum nor any other person will be liable 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 this announcement and its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

8.   Payment default

 

A Placee's entitlement to receive any Placing Shares will be conditional on the relevant Joint Bookrunner's receipt of payment in full for such Placing Shares from the relevant Placee by the relevant time to be stated in the written confirmation referred to in paragraph 6 above, or by such later time and date as the Joint Bookrunners may in their absolute discretion determine. The Joint Bookrunners may, in their absolute discretion, waive such condition, and shall not be liable to any Placee in the event of it deciding whether to waive or not to waive such condition.

 

If any Placee fails to make such payment by the required time for any Placing Shares: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such shares; (iii) the Company or, as applicable, Canaccord or Liberum may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee's behalf and then retain from the proceeds of such sale, for the account and benefit of the Company or, where applicable, Canaccord or Liberum (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to Canaccord or Liberum (as applicable) for the full amount of any losses and of any costs which any of them may suffer or incur as a result of (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Canaccord or Liberum (as applicable) for value by the required time referred to above at the rate of two percentage points above the current base rate of The Royal Bank of Scotland.

 

9.    Placees' warranties and undertakings to the Company, Canaccord and Liberum

 

Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be making an offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee (and any person acting on behalf of the Placee) represents, warrants and acknowledges to the Company, Canaccord and Liberum that:

 

a.    if in the United Kingdom, it is a person who is a Qualified Investor and is (i) an investment professional falling within Article 19(1) or Article 19(5) of the Order; (ii) a person falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (iii) a person to whom this announcement may otherwise be lawfully communicated;

 

b.    if in a member state of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing,  it is a Qualified Investor within the meaning of the Prospectus Directive or a person to whom this announcement may otherwise be lawfully communicated;

 

c.     it agrees to and accepts all of the terms and conditions set out in this announcement (including, but not limited to, this Appendix) and that it has the power and authority to carry on the activities in which it is engaged, subscribe for the Placing Shares and to give all confirmations and to execute and deliver all documents necessary to effect such subscription;

 

d.    its rights and obligations in respect of the Placing will terminate only in the circumstances described in this announcement (including this Appendix) and will not be capable of rescission or termination by it in any circumstances;

 

e.    no offering document or prospectus has been prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection therewith;

 

f.     the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent AIM admission document and financial statements and it is able to obtain or access such information without undue difficulty, and is able to obtain access to the Company's published financial statements or comparable information concerning any other publicly traded company without undue difficulty;

 

g.    none of Canaccord, Liberum or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material information regarding the Placing Shares or the Company other than this announcement; nor has it requested any of Canaccord, Liberum, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

 

h.    acknowledges that none of Canaccord, Liberum nor any person acting on behalf of either Joint Bookrunner nor any of its Affiliates has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

i.     it will pay the full amount at the Placing Price as and when required in respect of all Placing Shares allocated to it in accordance with such terms and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with Canaccord or Liberum (as applicable) or puts in place with Canaccord or Liberum (as applicable) with its agreement, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord or Liberum may in their sole discretion determine and without liability to such Placee;

 

j.     it is not accepting its Placing participation on a non-discretionary basis other than as agent for persons who are acquiring shares in the ordinary course of business and are Qualified Investors within the meaning of the Prospectus Directive;

 

k.    it is not and does not regard itself as being a customer of Canaccord or Liberum (as applicable) in relation to the Placing, and Canaccord or Liberum (as applicable) will not have any duties or responsibilities towards it or its clients for providing protections afforded to their customers under the FCA Rules or for advising it with regard to the Placing Shares and that Canaccord or Liberum (as applicable) shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the FCA Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. It agrees that Canaccord or Liberum (as applicable) shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placing and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against Canaccord or Liberum (as applicable) which it may have in respect thereof;

 

l.     any money held in an account with Canaccord or Liberum (as applicable) 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 FCA Rules. The 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 Canaccord's or Liberum's money in accordance with the client money rules and will be used by Canaccord or Liberum (as applicable) in the course of its own business and the Placee will rank only as a general creditor of the relevant Joint Bookrunner;

 

m.   neither Canaccord nor Liberum have any duty to it similar or comparable to rules of "best execution", "suitability" and "risk warnings" as set out in the Conduct of Business Sourcebook of the FCA. It accepts that it is not relying on Canaccord or Liberum to advise whether or not the Placing Shares are in any way a suitable investment for it;

 

n.    in agreeing to subscribe for Placing Shares it is not relying on any information, representation or warranty in connection with the Placing, the Company, the Placing Shares, or otherwise, other than as contained in this announcement including this Appendix (for which the only person(s) responsible to it is or are the person(s) stated in this announcement as having accepted responsibility for such information, representation, warranty or statement). It is not relying on any representation or warranties or agreements by Canaccord or Liberum or any director, employee or agent of Canaccord or Liberum or any other person, except as set out in the express terms of this announcement including this Appendix;

 

o.    it confirms that it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;

 

p.    it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

 

q.    it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

r.     in accepting a Placing Participation it is acting as principal and for no other person (save for clients for whom it is authorised to act in the ordinary course of its business) and that its acceptance of that commitment will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;

 

s.     it has complied, and will fully comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations"), each as amended from time to time, 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, and that it will provide the Joint Bookrunners on demand with any information they might require for the purposes of verification under the Regulations, and agrees that pending the provision of such information, definitive certificates in respect of Placing Shares may be retained by the Joint Bookrunners, in their sole discretion, and that if such information is not provided within a reasonable time after such a request, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's participation in the Placing (but without prejudice to either Canaccord's or Liberum's rights or the Company's rights to take proceedings to recover any loss suffered by any or all of them as a result of a failure to provide satisfactory evidence), in which event the monies payable on acceptance of the relevant Placing Shares will, if paid, be returned without interest to the account of the bank from which they were originally debited;

 

t.     it, or the beneficial owner, as applicable, is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it, and/or the beneficial owner, as applicable, and that it and/or the beneficial owner, as applicable, has/have fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities and paid any issue, transfer or other taxes due in connection with its application in any territory, and that neither it nor the beneficial owner have taken any action or omitted to take any action which will or may result in Canaccord, Liberum or the Company or any of their directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing, application for Placing Shares or the admission to AIM of the Placing Shares or it and/or the beneficial owner's participation in the Placing;

 

u.    if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;

 

v.    it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or that it will acquire, hold, manage and dispose of the Placing Shares for the purposes of its business;

 

w.   neither it, its affiliates nor any persons acting on its or their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of the Ordinary Shares to facilitate the sale or resale of the Placing Shares;

 

x.    it has received this announcement solely for its use and has not re-distributed it or duplicated it and it will not distribute any press announcement relating to the Placing or any other offering material, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or to any person resident in such countries;

 

y.    it (i) is acquiring the Placing Shares in an 'offshore transaction' in accordance with Regulation S promulgated under the U.S. Securities Act, as amended, for its own account or for an account with respect to which it exercises sole investment discretion, and that at the time it originates its subscription or acquisition it (and any such account) is outside the United States or such account (other than an estate or trust) is held for the benefit or account of a non-U.S. person, or (ii) is an accredited investor as defined in Rule 501 of the U.S. Securities Act; the Placing Shares are being offered and sold outside the United States in accordance with Regulation S or in accordance with an exemption under the U.S. Securities Act and none of the Placing Shares have been or will be registered under the U.S. Securities Act;

 

z.     in the event that it wishes to dispose of any Placing Shares, it (a) will not do so except (1) in an offshore transaction in accordance with Regulation S of the U.S. Securities Act, or (2) pursuant to an exemption from registration under the U.S. Securities Act, and (b) must notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the purchased securities of the foregoing restrictions on transfer;

 

aa.  Canaccord or Liberum may (in its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other Affiliate or any person associated with any Affiliate to do so;

 

bb. it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5 per cent. (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section;

 

cc.   that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Canaccord, Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Canaccord or Liberum (as applicable) in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of the relevant Joint Bookrunner (CREST participant ID: 805 in the case of Canaccord; CREST participant ID: CGMAY in the case of Liberum) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions;

 

dd. it irrevocably appoints any director or employee of Canaccord or Liberum (as applicable) as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;

 

ee. it will not make any offer to the public of the Placing Shares for the purposes of the Prospectus Regulations 2005, Schedule 11 to FSMA or section 85 of FSMA;

 

ff.   it agrees to be bound by the terms of the memorandum and articles of association of the Company;

 

gg.  it agrees that the Company, Canaccord, Liberum and their respective Affiliates and others will rely on upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of Canaccord and Liberum on its own behalf and on behalf of the Company, and to the Company, and are irrevocable;

 

hh. it agrees that it has no rights against Canaccord, Liberum or the Company, or any of their respective directors and employees under the Placing Agreement pursuant to The Contracts (Rights of Third Parties) Act 1999;

 

ii.    this Appendix and any contract which may be entered into between the Placee and Canaccord or Liberum (as applicable) and/or the Company pursuant to it or the Placing shall be governed by and construed in accordance with the laws of England and Wales, for which purpose it submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute, or matter arising out of or relating to this Appendix or any such contract, except that each of the Company, Canaccord and Liberum shall have the right to bring enforcement proceedings in respect of any judgment obtained against such Placee in the courts of England and Wales in the courts of any other relevant jurisdiction;

 

jj.    it confirms that it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;

 

kk.  each right or remedy of the Company, Canaccord or Liberum provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;

 

ll.    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 Canaccord or Liberum (as applicable);

 

mm.  none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing;

 

nn. it agrees to, on an after tax basis, hold the Company, Canaccord and Liberum and their respective Affiliates 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 in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing; and

 

oo. Canaccord and Liberum and their Affiliates and any other person acting on behalf of such persons do not (i) owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement, and (ii)  except for any liability which cannot by law be excluded, accept any responsibility in relation to the Placing. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any of Canaccord, Liberum or any of their Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

10.    Additional warranties and undertakings to the Company, Canaccord and Liberum for Placees located in the United States

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is in the United States subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the U.S. Securities Act:

 

a.    represents and warrants that it is an "accredited investor" as defined in Rule 501 of the U.S. Securities Act;

 

b.    represents and warrants that it understands and acknowledges that the Placing Shares (i) have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States and (ii) are being sold in reliance on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Section 4(a)(2) under the U.S. Securities Act, or a similar exemption thereunder;

 

c.     represents and warrants that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, (b) in the United States pursuant to Rule 144 under the Securities Act (if available) or another available exemption from registration under the U.S. Securities Act, (c) to the Company, or (d) pursuant to an effective registration statement under the U.S. Securities Act, in each case in compliance with all applicable laws;

 

d.    acknowledges that the Placing Shares are "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act;

 

e.    represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

 

f.     if Placing Shares are to be held in certificated form, represents and warrants that for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the U.S. Securities Act), it will segregate such Placing Shares from any other shares that it holds that are not restricted securities, shall not deposit such shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with the foregoing restrictions;

 

g.    represents and warrants that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is an accredited investor, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account;

 

h.    represents and warrants that it is acquiring such Placing Shares for its own account (or the account of an accredited investor as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;

 

i.     represents and warrants that it is not purchasing the Placing Shares as a result of any general solicitation or general advertising within the meaning of Regulation D under the U.S. Securities Act;

 

j.     acknowledges that it has received a copy of this announcement, including this appendix, and has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Placing Shares and to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in this announcement, including this appendix, and that it considered necessary in connection with its decision to invest in the Placing Shares;

 

k.    understands, acknowledges and covenants that prior to the transfer of any Placing Shares held by it in uncertificated form through CREST over the facilities of AIM or any other market outside the United States, it will deliver a declaration in a form the Company may prescribe from time to time to the effect that the proposed transfer will be effected pursuant to Rule 904 of Regulation S under the U.S. Securities Act;

 

l.     understands and acknowledges that certificates representing Placing Shares in certificated form (if any) sold in the United States will bear the following legend until the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws:

 

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"). THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH  REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 OF THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY BLUE SKY LAWS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B) ABOVE, A DECLARATION AND, IF REQUESTED, A LEGAL OPINION SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED, AND IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED.

 

provided that, if any Placing Shares are being sold in accordance with Rule 904 of Regulation S, and if the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, the legend may be removed by providing to the Company's registrars at the relevant time, as registrar and transfer agent for the ordinary shares, (i) a declaration in such form as the Company may prescribe from time to time and (ii) if requested, an opinion of counsel of recogniad standing reasonably satisfactory to the Company or the Company's registrars, in such form as the Company may prescribe from time to time to the effect that the proposed transfer may be effected without registration under the Securities Act;

 

provided further that, if any Placing Shares are being sold under Rule 144, the legend may be removed by delivering to the registrar and transfer agent and/or trustee an opinion of counsel of recognised standing reasonably satisfactory to the Company, that the legend is no longer required under applicable requirements of the Securities Act or state securities laws;

 

m.   consents to the Company making a notation on its records or giving instructions to any transfer agent or trustee of the ordinary shares in order to implement the restrictions on transfer described above;

 

n.    represents and warrants that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

 

o.    understands and acknowledges that it is making the representations, warranties and agreements contained herein with the intent that they may be relied upon by the Joint Bookrunners, the Company and their respective affiliates, as applicable, in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase Placing Shares.

 

DEFINITIONS

In this announcement:

"Admission"	means the admission of the Placing Shares to trading on AIM in accordance with the AIM Rules;
"Affiliate" and "Affiliates"	means: (i) Canaccord and Liberum; (ii) any director, officer, employee, consultant of Canaccord or Liberum; and (iii) to the extent not contained within (i) and (ii) above, any person connected with Canaccord or Liberum as defined in the FCA Rules;
"AIM"	means AIM, a market operated by the London Stock Exchange plc;
"AIM Rules"	means the AIM Rules for Companies published by the London Stock Exchange plc (as amended or reissued from time to time);
"Appendix"	means the appendix to this announcement;
"Canaccord"	means Canaccord Genuity Limited;
"Company", "Nanoco" or the "Group"	means Nanoco Group plc;
"CREST"	means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) in respect of which Euroclear UK & Ireland Limited is the operator;
"EEA"	means the European Economic Area;
"Existing Ordinary Shares"	means the existing issued Ordinary Shares;
"FCA"	means the Financial Conduct Authority;
"FCA Rules"	means the rules and regulations of the FCA made under FSMA;
"FSMA"	means the Financial Services and Markets Act 2000, as amended;
"Joint Bookrunners"	means Canaccord and Liberum;
"Liberum"	means Liberum Capital Limited;
"Long Stop Date"	means 31 October 2013;
"New Ordinary Shares"	means new Ordinary Shares of 10 pence each in the Company;
"Order"	means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended);
"Ordinary Shares"	means an ordinary share of 10 pence each in the capital of the Company;
"Placee"	means a person who is invited to and who chooses to participate in the Placing;
"Placing"	means the placing of 6,369,427 New Ordinary Shares with Placees at the Placing Price to raise approximately £10 million gross, pursuant to the Placing Agreement and on and subject to the terms and conditions set out or referred to in this Appendix;
"Placing Agreement"	means the placing agreement entered into among the Company and the Joint Bookrunners dated 15 October 2013;
"Placing Price"	means the price of 157 pence per Placing Share;
"Placing Shares"	means the 6,369,427 New Ordinary Shares to be made available to the Placees for subscription under the Placing;
"Prospectus Directive"	means the EU Prospectus Directive 2003/71/EC and includes any relevant implementing directive measure in any member state;
"Qualified Investor"	means a person in a member state of the European Economic Area who is a qualified investor as defined in section 86(7) of FSMA, being a person falling within the meaning of Article (2)(1)(e) of the Prospectus Directive;
"Regulation D"	means Regulation D promulgated under the U.S. Securities Act;
"Regulation S"	means Regulation S promulgated under the U.S. Securities Act;
"Regulations"	means the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006 and the Money Laundering Regulations 2007;
"Relevant Person"	means any: (i) person in a member state of the EEA who is a Qualified Investor or a person to whom this announcement may otherwise be lawfully communicated; (ii) in the United Kingdom, person who is a Qualified Investor and is (a) an investment professional falling within Article 19(1) or Article 19(5) of the Order; (b) a person falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (c) a person to whom it may otherwise be lawfully communicated; or (iii) in the United States, "accredited investor" as defined in Rule 501 of the U.S. Securities Act; and
"U.S. Securities Act"	the U.S. Securities Act of 1933, as amended.